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EXHIBIT 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GMX RESOURCES INC.
The undersigned officers of GMX RESOURCES INC., a corporation organized
and existing under and by virtue of the laws of the State of Oklahoma (the
"Corporation") do hereby certify as follows:
1. The original Certificate of Incorporation of the Corporation was
filed with the Oklahoma Secretary of State on January 23, 1998, under the
provisions of the Oklahoma General Corporation Act.
2. This Amended and Restated Certificate of Incorporation ("Certificate
of Incorporation") has been duly adopted in accordance with the provisions of
Section 1077 and 1080 of the Oklahoma General Corporation Act by the affirmative
vote of the shareholders of the Corporation to increase its authorized capital.
3. The text of the original Certificate of Incorporation of GMX
RESOURCES INC is hereby amended and restated in its entirety by the Certificate
of Incorporation to provide as follows:
FIRST. The name of the Corporation is GMX RESOURCES INC.
SECOND. The address of its registered office in the State of Oklahoma
is 1800 Mid-America Tower, 20 North Broadway in the City of Oklahoma City,
Oklahoma County, Oklahoma 73102. The name of its registered agent at such
address is Crowe & Dunlevy, A Professional Corporation.
THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Oklahoma General
Corporation Act.
FOURTH. The total number of shares of capital stock which the
Corporation shall have authority to issue is sixty million (60,000,000) shares,
divided into fifty million (50,000,000) shares of Common Stock of the par value
of one tenth of one cent ($.001) per share and ten million (10,000,000) shares
of Preferred Stock of the par value of one tenth of one cent ($.001) per share.
The Board of Directors is authorized, subject to limitations prescribed
by law and the provisions of this Article FOURTH, to provide for the issuance of
the shares of Preferred Stock in series, and by filing a certificate pursuant to
the applicable law of the State of Oklahoma, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series
shall include, but not be limited to, determination of the following:
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(1) The number of shares constituting that series and the
distinctive designation of that series;
(2) The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date and the
relative rights of priority, if any, of payment of dividends on shares
of that series;
(3) Whether that series shall have voting rights, in addition
to the voting rights provided by law, and, if so, the terms of such
voting rights;
(4) Whether that series shall have conversion privileges, and,
if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of
Directors shall determine;
(5) Whether or not the shares of that series will be
redeemable, and, if so, the terms and conditions of such redemption,
including the date or dates upon or after which they shall be
redeemable, and the amount per share payable in the case of redemption,
which amount may vary under different conditions and at different
redemption dates;
(6) Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;
(7) The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
corporation, and the relative rights of priority, if any, of payment of
shares of that series; and
(8) Any other relative rights, preferences and limitations of
that series.
FIFTH. The bylaws may be adopted, altered, amended or repealed by the
Board of Directors. Election of the directors need not be by written ballot
unless the bylaws so provide.
SIXTH. (1) To the fullest extent that the Oklahoma General Corporation
Act as it exists on the original date of filing of this Certificate of
Incorporation with the Oklahoma Secretary of State ("Effective Date"), permits
the limitation or elimination of the liability of directors, no director of this
Corporation shall be liable to this Corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director. No amendment to or repeal of
this Article SIXTH shall apply to or have any effect on the liability or alleged
liability of any director of this Corporation for or with respect to any acts or
omissions of such director occurring prior to the time of such amendment or
repeal.
(2) If the Oklahoma General Corporation Act is amended after
the Effective Date to further limit or eliminate liability of this Corporation's
directors for breach of fiduciary duty, then a director of this Corporation
shall not be liable for any such breach to the fullest extent permitted
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by the Oklahoma General Corporation Act as so amended. If the Oklahoma General
Corporation Act is amended after the Effective Date to increase or expand
liability of directors of this Corporation for breach of fiduciary duty, no such
amendment shall apply to or have any effect on the liability or alleged
liability of any director of this Corporation for or with respect to any acts or
omissions of such director occurring prior to the time of such amendment or
otherwise adversely affect any right or protection of a director of this
Corporation existing at the time of such amendment.
SEVENTH. (1) The Corporation shall indemnify, and may advance
litigation expenses to, its officers and directors to the fullest extent
permitted by the Oklahoma General Corporation Act, as the same exists or may
hereafter be amended, and all other laws of the State of Oklahoma.
(2) The Corporation may indemnify, and may advance litigation
expenses to, employees and agents of the Corporation, and persons serving at the
request of the Corporation as directors, officers employees or agents of another
corporation, partnership, joint venture trust or enterprise, to the fullest
extent permitted by the Oklahoma General Corporation Act, as the same exists or
may hereafter be amended, and all other laws of the State of Oklahoma.
(3) No amendment to or repeal of this Article SEVENTH shall
apply to or have any effect on the right of a person entitled to indemnification
hereunder to receive such indemnification or on the ability of the Corporation
to provide indemnification to any person to which indemnification is permitted
hereunder for or with respect to any acts or omissions of any such person
occurring prior to the time of such amendment or repeal.
(4) By action of the Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may purchase and
maintain insurance, in such amounts as the Board of Directors deems appropriate,
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power or would be required to
indemnify him against such liability under the provisions of this Article
SEVENTH or of the Oklahoma General Corporation Act.
(5) Any right to indemnification conferred in this Article
SEVENTH shall be a contract right and shall not be exclusive of any other right
which any person may have or hereafter acquire under the Corporation's
Certificate of Incorporation, bylaws, or any statute, by law, agreement,
resolution of shareholders or directors or otherwise.
EIGHTH. Except upon the affirmative vote of shareholders holding all
the issued and outstanding shares of Common Stock, no amendment to this
Certificate of Incorporation may be adopted by the Corporation which would
impose personal liability for the debts of the Corporation
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on the shareholders of the Corporation or which would amend, alter, repeal or
adopt any provision inconsistent with this Article EIGHTH.
NINTH. Subject to the limitations set forth in this Certificate of
Incorporation, the 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 statute, and all rights conferred upon
shareholders herein are granted subject to this reservation.
TENTH. The provisions of Sections 1090.3 and 1145 through 1155 of the
Oklahoma General Corporation Act shall not apply to the Corporation.
IN WITNESS WHEREOF, the undersigned officers have signed this Amended
and Restated Certificate of Incorporation this 30th day of October, 2000.
GMX RESOURCES INC.
By: /s/ Ken L. Kenworthy, Jr.
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Ken L. Kenworthy, Jr., President
ATTEST:
/s/ Ken L. Kenworthy, Sr.
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Ken L. Kenworthy, Sr., Secretary
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