Attached files
file | filename |
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10-Q - SWIFT ENERGY 3RD QTR 10-Q - SILVERBOW RESOURCES, INC. | swiftenergy3qtr200910q.htm |
EX-32 - CERTIFICATION CEO AND CFO - SILVERBOW RESOURCES, INC. | exhibit32.htm |
EX-3.2 - SECOND AMENDED AND RESTATED BYLAWS - SILVERBOW RESOURCES, INC. | exhibit3-2.htm |
EX-31.2 - CERTIFICATION CEO - SILVERBOW RESOURCES, INC. | exhibit31-1.htm |
EX-31.2 - CERTIFICATION CFO - SILVERBOW RESOURCES, INC. | exhibit31-2.htm |
Exhibit 3.1
RESTATED
CERTIFICATE OF FORMATION
OF
SWIFT
ENERGY COMPANY
a
Texas corporation
ARTICLE
I
The name
of this corporation is Swift Energy Company (the “Corporation”).
ARTICLE
II
The
Corporation is a for-profit corporation.
ARTICLE
III
The
Corporation is organized for the purpose of engaging in any lawful act, activity
and/or business for which corporations may be organized under the Texas Business
Organizations Code (the “TBOC”).
ARTICLE
IV
The
aggregate number of shares of all classes of stock which the Corporation shall
have authority to issue is 90 million shares, consisting of (a) 85 million
shares of Common Stock, par value $.01 per share (“Common Stock”), and (b) 5
million shares of Preferred Stock, par value $.01 per share (“Preferred
Stock”).
The Board
of Directors shall issue Preferred Stock from time to time at its option for
such consideration and pursuant to such terms and conditions as it may
decide. The Board of Directors shall determine the relative rights
and preferences of the Preferred Stock and Common Stock and may, at its option,
divide such Preferred Stock into series and determine variations, if any,
between any series so established.
ARTICLE
V
The
address of the Corporation’s registered office is 16825 Northchase Drive, Suite
400, Houston, Texas 77060, and the name of its registered agent at such address
is Laurent A. Baillargeon.
ARTICLE
VI
The
number of directors of this Corporation shall be not less than three (3) nor
more than fifteen (15), the exact number to be fixed from time to time in the
manner
1
provided
in the Bylaws of the Corporation. The number of directors
constituting the existing Board of Directors is nine (9), and the names and
addresses of such persons who are to serve as directors until each of his/her
successors is elected and qualified are:
Name
|
Address
|
Terry
E. Swift
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Deanna
L. Cannon
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Raymond
E. Galvin
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Douglas
J. Lanier
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Greg
Matiuk
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Henry
C. Montgomery
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Clyde
W. Smith, Jr.
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Charles
J. Swindells
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
Bruce
H. Vincent
|
16825
Northchase Drive, Suite 400
Houston,
Texas 77060
|
ARTICLE
VII
Except as
may otherwise be provided in the bylaws, the Board of Directors of this
Corporation is expressly authorized to alter, amend, or repeal the bylaws or to
adopt new bylaws of this Corporation without any action on the part of the
shareholders; but the bylaws made by the directors and the powers so conferred
may be altered or repealed by the shareholders.
ARTICLE
VIII
Pursuant
to Section 7.001 of the Texas Business Organizations Code, as amended, no member
of the Board of Directors of the Corporation shall be liable, personally or
otherwise, in any way to the Corporation or its shareholders for monetary
damages caused in any way by an act or omission occurring in the director’s
capacity as a director of the Corporation, except that this Article does not
eliminate or limit liability of a director to the extent that the director is
found liable for:
2
a breach
of a director’s duty of loyalty to the Corporation or its
shareholders;
(1)
|
an
act or omission not in good faith that constitutes a breach of duty of the
director to the Corporation or an act or omission that involves
intentional misconduct or a knowing violation of the
law;
|
(2)
|
a
transaction from which the director received an improper benefit whether
or not the benefit resulted from an action taken within the scope of the
director’s office; or
|
(3)
|
an act or omission for which the
liability of a director is expressly provided by an applicable
statute.
|
ARTICLE
IX
The
Corporation shall have the obligation or power, as may be applicable under the
Corporation’s bylaws, to indemnify its officers, directors, employees and agents
for costs and expenses incurred by such persons in connection with certain legal
proceedings, and to purchase and maintain liability insurance for those persons,
as provided in the Corporation’s bylaws and any future amendments thereto, and
to the full extent permitted by the applicable laws of the State of Texas and
any future amendments thereto.
ARTICLE
X
Any
action required by the Texas Business Organizations Code to be taken at any
annual or special meeting of shareholders, or any action that may be taken at
any annual or special meeting of shareholders, may be taken without a meeting,
without prior notice and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall be signed by the holder or holders of
shares having not less than the minimum number of votes that would be necessary
to take such action at a meeting at which the holders of all shares entitled to
vote on the action were present and voted. Such consent or consents
shall be in such form and shall be delivered to the Corporation in such manner
as specified in Section 6.201 the Texas Business Organizations Code, as amended,
or similar successor provision.
Executed
effective as of this 30th day of October, 2009.
/s/
Bruce H. Vincent
|
|
Bruce
H. Vincent
Secretary
|
3