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EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
PRIMA ENERGY CORPORATION
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CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
PRIMA ENERGY CORPORATION
PRIMA ENERGY CORPORATION, a corporation duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:
FIRST: That the Board of Directors of Prima Energy Corporation duly adopted a
resolution setting forth a proposed amendment to the Certificate of
Incorporation of said corporation, declaring said amendment to be advisable and
calling a meeting of the stockholders of the corporation for consideration
thereof. The resolution setting forth the proposed amendment is as follows:
RESOLVED: That Article V of the Certificate of Incorporation be amended to read,
in its entirety, as follows:
ARTICLE V
Authorized Capital Stock
The Corporation shall be authorized to issue two classes of shares of
stock to be designated, respectively, "Preferred Stock" and "Common
Stock"; the total number of shares which the corporation shall have
authority to issue is Twenty Million (20,000,000); the total number of
shares of Preferred Stock shall be Two Million (2,000,000) and each
such share shall have a par value of $.001; and the total number of
authorized shares of Common Stock shall be Eighteen Million
(18,000,000) and each such share shall have a par value of $.015.
The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby vested with authority to
fix by resolution or resolutions the designations and the powers,
preferences and relative, participating, optional or other special
rights, and qualifications, limitations, or restrictions thereof,
including without limitation the rights with respect to dividends,
conversion rights, redemption price and liquidation preference, of any
series of shares of Preferred Stock, and to fix the number of shares
constituting any such series, and to increase or decrease the
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number of shares of any such series (but not below the number of shares
thereof then outstanding). In case the number of shares of any such
series shall be so decreased, the shares constituting such decrease
shall resume the status which they had prior to the adoption of the
resolution or resolutions originally fixing the number of shares of
such series.
SECOND: That thereafter, pursuant to the resolution of Board of Directors, the
amendment was presented to the stockholders of the Corporation at its regularly
scheduled Annual Meeting of Stockholders at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said Prima Energy Corporation caused this Certificate of
Amendment of its Certificate of Incorporation to be signed by Richard H. Lewis,
a duly authorized officer of Prima Energy Corporation, as of this 30th day of
June, 2000, at Denver, Colorado.
PRIMA ENERGY CORPORATION, a
Delaware Corporation
By: /s/ Richard H. Lewis
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Richard H. Lewis, President
