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EXHIBIT 3.1
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 12:00 PM 10/03/2000
001498321 -- 2274857
CERTIFICATE OF AMENDMENT OF
SECOND RESTATED CERTIFICATE OF INCORPORATION OF
CLAYTON WILLIAMS ENERGY, INC.
Clayton Williams Energy, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:
FIRST: That by Written Consent of the Board of Directors of Clayton
Williams Energy, Inc. (the "Board") dated as of August 15, 2000 resolutions
were duly adopted setting forth a proposed amendment of the Second Restated
Certificate of Incorporation of Clayton Williams Energy, Inc., as amended
(the "Certificate of Incorporation") to increase the number of shares of
authorized common stock of the Corporation from fifteen million (15,000,000)
shares to thirty million (30,000,000) shares and declaring said amendment to
be advisable and directing that said amendment be submitted to the
stockholders of the Corporation for consideration thereof. The amendment to
the Certificate of Incorporation amends Section 1 of Article IV of the Second
Restated Certificate of Incorporation in its entirety to read as follows:
SECTION 1. AUTHORIZED SHARES. The aggregate number of shares of
capital stock which the Corporation shall have authority to issue is
thirty-three million (33,000,000), of which (i) thirty million (30,000,000)
shall be common stock, par value $.10 per share; and (ii) three million
(3,000,000) shall be preferred stock, par value $.10 per share.
The preferred stock may be issued in one or more series, from time to
time, at the discretion of the Board of Directors without stockholder
approval, with each such series to consist of such number of shares and
to have such voting powers (whether full or limited, or no voting powers)
and such designations, powers, preferences and relative, participating,
optional, redemption, conversion, exchange or other special rights, and
such 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 Directors, and the Board of Directors is
hereby expressly vested with the authority, to the full extent now or
hereafter provided by law, to adopt any such resolution or resolutions.
Upon adoption of such resolution or resolutions, a Certificate of
Designations shall be prepared and filed in accordance with the Act. Each
share of any series of preferred stock shall be identical with all other
shares of such series, except as to the date from which dividends, if any,
shall accrue.
SECOND: That thereafter, pursuant to a resolution of the Board, said
amendment was presented to the stockholders of the Corporation at a special
meeting of stockholders held on September 20, 2000, at which the
stockholders of the Corporation approved said amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.
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IN WITNESS WHEREOF, this Certificate of Amendment has been executed by
Clayton Williams, President and Chief Executive Officer, and Mel G. Riggs,
Secretary, as of the 27th day of September, 2000.
/s/ Clayton W. Williams
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CLAYTON W. WILLIAMS, President and
Chief Executive Officer
ATTEST:
/s/ Mel G. Riggs, Secretary
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MEL G. RIGGS, Secretary
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