EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
CONTANGO OIL & GAS COMPANY
I, the undersigned, for purpose of incorporating and organizing a
corporation under the General Corporation Law of Delaware, do execute this
Certificate of Incorporation and do hereby certify as follows:
ARTICLE I
The name of the Corporation is Contango Oil & Gas Company (the
"Corporation").
ARTICLE II
A. The address of the Corporation's registered office in the State of
Delaware is to be located at 2711 Centerville Road, Suite 400, in the City of
Wilmington, County of New Castle and its registered agent at such address is
Corporation Service Company.
B. The name and mailing address of the incorporator is Takako
Muramatsu, Morgan, Lewis & Bockius LLP, 300 South Grand Avenue, 22nd Floor, Los
Angeles, California 90071.
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
A. This Corporation is authorized to issue two classes of shares of
stock to be designated common stock ("Common Stock") and preferred stock
("Preferred Stock"). The number of shares of Common Stock authorized to be
issued is fifty million (50,000,000), par value $0.04 per share, and the number
of shares of Preferred Stock authorized to be issued is one hundred twenty five
thousand (125,000), par value $0.04 per share; the total number of shares which
the corporation is authorized to issue is fifty million one hundred twenty five
thousand shares (50,125,000).
B. The Preferred Stock shall be divided into series. The first series
of Preferred Stock shall consist of five thousand (5,000) shares and is
designated as series A senior convertible cumulative preferred stock (the
"Series A Preferred Stock"). The second series of Preferred Stock shall consist
of ten thousand (10,000) shares and is designated as series B senior convertible
cumulative preferred stock (the "Series B Preferred Stock").
C. All or any of the remaining shares of Preferred Stock shall be
issued in one or more series, and consist of such number of shares and have such
voting powers, full or limited, or no voting powers, and such designations,
preferences and relative, participating, optional or other special rights, and
the qualifications, limitations or restrictions thereof, as shall be stated in
the resolution or resolutions providing for the issuance of such series adopted
by the Board of
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Directors of the Corporation (the "Board of Directors"), and the Board of
Directors is hereby expressly vested with authority, to the full extent now or
hereafter provided by law, to adopt any such resolution or resolutions.
ARTICLE V
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
adopt, alter, amend and repeal the Bylaws of the Corporation, in the manner
provided in the Bylaws of the Corporation and subject to the power of the
stockholders of the Corporation to alter or repeal any bylaw whether adopted by
them or otherwise; PROVIDED, HOWEVER, that the affirmative vote of 66 and 2/3
percent of the voting power of the capital stock of the Corporation entitled to
vote thereon shall be required for stockholders to adopt, amend, alter or repeal
any provision of the Bylaws of the Corporation.
ARTICLE VI
Subject to the rights of the holders of any series of Preferred Stock
to elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed from time to time by a Bylaw of the
Corporation or amendment thereof duly adopted by the Board of Directors.
ARTICLE VII
Unless and except to the extent that the Bylaws of the Corporation
shall so require, election of directors need not be by written ballot.
ARTICLE VIII
A. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws of the Corporation may provide. The books of the
Corporation may be kept (subject to any provision contained in the laws of the
State of Delaware) outside of the State of Delaware at such place or places as
may be designated from time to time by the Board of Directors or in the Bylaws
of the Corporation.
B. No action that is required or permitted to be taken by the
stockholders of the Corporation at any annual or special meeting of stockholders
may be effected by written consent of the stockholders in lieu of a meeting of
stockholders.
ARTICLE IX
A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the General Corporation Law of
Delaware as the same exists or may hereafter be amended. If the General
Corporation Law of Delaware is amended after the date of the filing of this
Certificate of Incorporation to authorize corporate action further eliminating
or limiting the personal liability of directors, then the liability of a
director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of Delaware as so amended. Any repeal
or modification of this Article by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time, or increase the
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liability of any director of the Corporation with respect to any acts or
omissions of such director occurring prior to, such repeal or modification.
ARTICLE X
A. The Corporation shall indemnify and hold harmless, to the fullest
extent permitted by applicable law as it presently exists or may hereafter be
amended, any person (an "Indemnitee") who was or is made or is threatened to be
made a party or is otherwise involved in any action, suit or Proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he, or a person for whom he is the legal representative, is or was
a director or officer of the Corporation or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a partnership, joint
venture, trust, enterprise or nonprofit entity, including service with respect
to employee benefit plans, against all liability and loss suffered and expenses
(including attorneys' fees) reasonably incurred by such Indemnitee.
Notwithstanding the preceding sentence, except as otherwise provided in Section
C of this Article, the Corporation shall be required to indemnify an Indemnitee
in connection with a Proceeding (or part thereof) commenced by such Indemnitee
only if the commencement of such Proceeding (or part thereof) by the Indemnitee
was authorized by the Board of Directors of the Corporation.
B. The Corporation shall pay the expenses (including attorneys' fees)
incurred by an Indemnitee in defending any Proceeding in advance of its final
disposition, PROVIDED, HOWEVER, that, to the extent required by law, such
payment of expenses in advance of the final disposition of the Proceeding shall
be made only upon receipt of an undertaking by the Indemnitee to repay all
amounts advanced if it should be ultimately determined that the Indemnitee is
not entitled to be indemnified under this Article or otherwise.
C. If a claim for indemnification or payment of expenses under this
Article is not paid in full within sixty days after a written claim therefor by
the Indemnitee has been received by the Corporation, the Indemnitee may file
suit to recover the unpaid amount of such claim and, if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Corporation shall have the burden of proving that the
Indemnitee is not entitled to the requested indemnification or payment of
expenses under applicable law.
D. The rights conferred on any Indemnitee by this Article shall not be
exclusive of any other rights which such Indemnitee may have or hereafter
acquire under any statute, provision of this Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
E. The Corporation's obligation, if any, to indemnify or to advance
expenses to any Indemnitee who was or is serving at its request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust, enterprise or nonprofit entity shall be reduced by any amount such
Indemnitee may collect as indemnification or advancement of expenses from such
other corporation, partnership, joint venture, trust, enterprise or nonprofit
enterprise.
F. Any repeal or modification of the foregoing provisions of this
Article shall not adversely affect any right or protection hereunder of any
Indemnitee in respect of any act or omission occurring prior to the time of such
repeal or modification.
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G. This Article shall not limit the right of the Corporation, to the
extent and in the manner permitted by law, to indemnify and to advance expenses
to persons other than Indemnitees when and as authorized by appropriate
corporate action.
ARTICLE XI
The Corporation hereby reserves the right at any time and from time to
time to amend, alter, change, or repeal any provisions contained in this
Certificate of Incorporation, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted, in the manner
now or hereafter prescribed by law, and all rights, preferences, and privileges
of whatsoever nature conferred upon stockholders, directors, or any other
persons whomsoever by or pursuant to this Certificate of Incorporation in its
present form or as hereafter amended are granted subject to the right reserved
in this Article.
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IN WITNESS WHEREOF, the undersigned Incorporator hereby acknowledges
that the foregoing Certificate of Incorporation is her act and deed on this 7th
day of November, 2000.
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Takako Muramatsu
Incorporator
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