Attached files
| file | filename |
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| 8-K - MARATHON OIL CORPORATION FORM 8-K DATAD JUNE 24, 2010 - MARATHON OIL CORP | mro06302010-8k.htm |
Exhibit
3.1
CERTIFICATE
OF ELIMINATION
OF
SPECIAL
VOTING STOCK
OF
MARATHON
OIL CORPORATION
Pursuant
to the provisions of Section 151(g) of the General Corporation Law of the State
of Delaware (the “DGCL”), and pursuant to Article Fourth of its Restated
Certificate of Incorporation, as amended (the “Restated Charter”), the
undersigned, Marathon Oil Corporation, a company organized and existing under
the DGCL (the “Company”), in accordance with the provisions of Section 103 of
the DGCL, DOES HEREBY CERTIFY:
That,
pursuant to Section 151 of the General Corporation Law of the State of Delaware
and authority granted in the Restated Charter, the Board of Directors of the
Company and any duly authorized committee thereof (collectively, the “Board of
Directors”), by resolution duly adopted, authorized the creation and issuance of
a series of Preferred Stock, without par value, of the Company (the “Special
Voting Stock”), and established the voting powers, designations, preferences and
relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions thereof, and, on October 18, 2007,
filed a Certificate of Designations with respect to the
Special
Voting Stock in the office of the Secretary of State of the State of
Delaware.
That,
no shares of said Special Voting Stock are outstanding and no shares thereof
will be issued subject to said Certificate of Designations.
That,
pursuant to the authority vested in the Board of Directors in accordance with
the applicable provisions of the Restated Charter, the Board of Directors
adopted by Unanimous Written Consent as of October 17, 2007 the following
resolution:
WHEREAS,
by resolution of the Board of Directors and by a Certificate of Designations
(the “Certificate of Designations”) filed in the office of the Secretary of
State of the State of Delaware on October 18, 2007, the Company authorized the
creation of a series of Preferred Stock, without par value, of the Company, such
series designated as Special Voting Stock (the “Special Voting Stock”) and fixed
the designation and number of shares thereof and the other powers, preferences
and relative, participating, optional and other special rights, and the
qualifications, limitations and restrictions thereof; and
WHEREAS,
5,156,093 shares of such Special Voting Stock were originally issued by the
Corporation and all such shares have been reacquired by the Corporation as of
the date hereof; and
WHEREAS,
as of the date hereof, no shares of such Special Voting Stock are outstanding
and no shares of such Special Voting Stock will be issued subject to said
Certificate of Designations; and
WHEREAS,
it is desirable that all matters set forth in the Certificate of Designations
with respect to such Special Voting Stock be eliminated from the Restated
Charter of the Company.
NOW,
THEREFORE, BE IT AND IT HEREBY IS
RESOLVED,
that all matters set forth in the Certificate of Designations with respect to
the Special Voting Stock be, and hereby are, eliminated from the Restated
Certificate of Incorporation, as amended, of the Company; and it is
FURTHER
RESOLVED, that the officers of the Company be, and hereby are, authorized and
directed to file a Certificate with the office of the Secretary of State of the
State of Delaware setting forth a copy of these resolutions whereupon all
matters set forth in the Certificate of Designations with respect to the Special
Voting Stock shall be eliminated from the Restated Charter, as amended, of the
Company.
IN
WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm
the foregoing as true this 24th day of June, 2010.
| MARATHON OIL CORPORATION | |
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By:
/s/ Janet F.
Clark
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Name: Janet
F. Clark
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Title: Executive
Vice President and Chief Financial
Officer
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