EXHIBIT
3.1
RESTATED
CERTIFICATE
OF INCORPORATION
OF
HALLIBURTON
COMPANY
Halliburton
Company (the “Corporation”), a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1.
The
name
of the Corporation is HALLIBURTON COMPANY. HALLIBURTON COMPANY was originally
incorporated under the name HALLIBURTON HOLD CO., and the original Certificate
of Incorporation of the Corporation was filed with the Secretary of State of
the
State of Delaware on November 7, 1996.
2.
Pursuant
to Section 245 of the General Corporation Law of the State of Delaware, the
Board of Directors of the Corporation has duly adopted this Restated Certificate
of Incorporation which only restates and integrates and does not further amend
the provisions of the Restated Certificate of Incorporation as theretofore
amended or supplemented of the Corporation and there is no discrepancy between
those provisions and the provisions of this Restated Certificate of
Incorporation.
3.
The
text
of the Restated Certificate of Incorporation is as follows:
FIRST:
The
name
of this Corporation is HALLIBURTON COMPANY.
SECOND:
The
location of its principal office in the State of Delaware is 1209 Orange Street
in the City of Wilmington, County of New Castle. The name of the agent therein
and in charge of thereof is THE CORPORATION TRUST COMPANY, 1209 Orange Street,
Wilmington, Delaware.
THIRD:
The
nature of the business, or objects, or purposes to be transacted, promoted
or
carried on are:
(a)
To
acquire, own and hold United States and Foreign Letters patent; and Licenses
thereunder, relating to the cementing and finishing of oil wells, gas wells
and
water wells, including processes and machines for mixing cement and other
substances in an efficient manner and forcing same into such wells; and
measuring devices used in the process of cementing wells; and under such patents
and licenses and to conduct the business of cementing and finishing oil wells,
gas and water wells, and to purchase, own and use all necessary and convenient
tools, implements and appliances, including trucks, for the conduct of such
business; also such real and personal property as may be needful in its
operations. To transact any of its business in any part of the
world.
(b)
To
manufacture, sell, lease, use or service any and all kinds of supplies, tools,
appliances, accessories, specialties, machinery and equipment relating to or
useful in connection with the cementing, testing, drilling, completing,
cleaning, repairing or operating oil wells, gas wells and water
wells.
(c)
To
acquire, own and operate such machinery, apparatus, appliances and equipment
as
may be necessary, proper or incidental to the cementing, testing, completing,
repairing, cleaning and operating of oil wells, gas wells and water wells,
or
for any of the purposes for which this Corporation is organized.
(d)
To
apply
for, purchase or in any manner to acquire, hold, use, sell, assign, lease,
grant
licenses in respect of, mortgage, or otherwise dispose of letters patent of
the
United States or any foreign country, patent rights, licenses and privileges,
inventions, improvements, and processes, copyrights, trademarks, and trade
names
relating to or useful in connection with any business of this Corporation,
and
to work, operate or develop the same, and to carry on any business,
manufacturing or otherwise, which may directly or indirectly effectuate these
objects or any of them.
(e)
In
general, upon approval of the Board of Directors of the Corporation, to carry
on
any other business, including selling, leasing, manufacturing and servicing,
even though unrelated to the objects and purposes enumerated in paragraphs
(a),
(b), (c) and (d) hereof, and to have and exercise all the powers conferred
by
the laws of Delaware upon corporations, and to have one or more offices out
of
the State of Delaware, and to hold, purchase, mortgage and convey real and
personal property out of the State of Delaware, and to do any or all of the
things hereinbefore set forth to the same extent as natural persons might or
could do.
(f)
The
objects and purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in no wise limited or restricted by reference to, or
inference from, the terms of any other clause in this Certificate of
Incorporation, but the objects and purposes specified in each of the foregoing
clauses of this article shall be regarded as independent objects and
purposes.
FOURTH:
The aggregate number of shares which the Corporation shall have authority to
issue shall be two billion five million (2,005,000,000), consisting of two
billion (2,000,000,000) shares of Common Stock of the par value of Two and
50/100 Dollars ($2.50) per share and five million (5,000,000) shares of
Preferred Stock without par value. The relative rights, preferences and
limitations of the shares of each class are as follows:
(A)
PREFERRED STOCK
(1)
Shares
of
the Preferred Stock may be issued in one or more series at such time or times
and for such consideration or considerations as the Board of Directors may
determine and authority is vested in the Board of Directors, by resolution
or
resolutions from time to time to establish and designate series, to issue shares
of any such series and to fix the relative, participating, optional, or other
rights, powers, privileges, preferences, and the qualifications, limitations
or
restrictions thereof, including, but not limited to, the following:
(a)
The
distinctive designation and number of shares comprising any series, which number
may (except where otherwise provided by the Board of Directors in creating
such
series) be increased or decreased (but not below the number of shares thereof
then outstanding) from time to time by like action of the Board of
Directors;
(b)
The
dividend rate or rates on the shares of any series and the preference or
preferences, if any, over any other series (or of any other series over such
series) with respect to dividends, the terms and conditions upon which such
dividends shall be payable, and whether and upon what conditions dividends
on
the shares of any series shall be cumulative, and on such shares of any series
having cumulative dividend rights, the date or dates from which dividends on
the
shares of such series shall be cumulative;
(c)
The
terms, if any, upon which the shares of any series shall be convertible into,
or
exchangeable for, shares of a different series of Preferred Stock or for Common
Stock including but not limited to the price or prices or rate of exchange,
and
conditions of any adjustments thereof, which price or rate may, but need not,
vary according to the time or circumstances of the conversion or
exchange;
(d)
Whether
or not the shares of any series shall be subject to purchase or redemption,
the
time or times when, and the price or prices at which such shares shall be
redeemable as well as the manner for selecting shares to be redeemed, if less
than all of a series is to be redeemed at any given time, and other terms and
conditions of such purchase or redemption;
(e)
The
obligation, if any, of the Corporation to purchase or redeem shares of any
series pursuant to a sinking or other fund and the price or prices which, the
period or periods within which and the terms and conditions upon which the
shares of the series shall be redeemed in whole or in part pursuant to such
fund;
(f)
The
rights to which the holders of shares of any series shall be entitled upon
liquidation, dissolution of, or winding up of the Corporation, whether the
same
be a voluntary or involuntary liquidation, dissolution or winding up of the
Corporation.
(g)
The
voting powers, full or limited, if any, to which the shares of any series shall
be entitled in addition to those required by law, including without limitation
the vote or votes per share and the transaction of any business or of any
specified item of business in connection with which the shares of any series
shall vote as a class;
(h)
Any
other
preferences, privileges and powers and relative, participating, optional or
other rights and qualifications, limitations or restrictions thereof, of any
series not inconsistent herewith or with applicable law.
(2)
The
shares of each series of Preferred Stock shall entitle the holders thereof
to
receive, when, as and if declared by the Board of Directors out of funds legally
available for dividends, cash dividends at the rate, under the conditions and
for the periods fixed by resolution or resolutions of the Board of Directors
pursuant to authority granted in this Article for each series, and no more,
and
so long as any Preferred Stock or any series thereof shall remain outstanding,
no dividends shall be declared or paid upon any shares of the Common Stock,
other than dividends payable in shares of any series or class subordinate to
the
Preferred Stock, unless dividends on all outstanding Preferred Stock of all
series fixed by the Board of Directors in accordance with and pursuant to the
authority granted in this Article for each series shall be paid or set apart
for
payment.
(3)
In
the
event of any voluntary or involuntary liquidation, dissolution or winding up
of
the Corporation, the holders of the Preferred Stock of each series then
outstanding shall be entitled to receive payment out of the net assets of the
Corporation whether from capital or surplus or both of the liquidation price
fixed for such series by the Board of Directors by resolution, if any is so
fixed, at the time and under the circumstances applicable before any payment
shall be made to the holders of shares of any series of lesser rank to such
series or to holders of shares of Common Stock of the Corporation. If the stated
amounts payable in such event on the Preferred Stock of all series are not
paid
in full, the shares of all series of equal rank shall share ratably in any
distribution of assets in accordance with the sums which would be payable on
such distribution if all sums payable were discharged in full. Neither the
merger nor the consolidation of the Corporation nor the voluntary sale or
conveyance of the Corporation property as an entirety or any part thereof shall
be deemed to be a liquidation, dissolution or winding up of the Corporation
for
the purposes of this paragraph.
(4)
Except
as
is otherwise required by law or as otherwise provided in a resolution or
resolutions by the Board of Directors in accordance with the provisions of
this
Article, the holders of any series of Preferred Stock shall not be entitled
to
vote at any meeting of the stockholders for the election of Directors or for
any
other purpose or otherwise to participate in any action taken by the Corporation
or the stockholders thereof, or to receive notice of any meeting of
stockholders. If the holders of any series of Preferred Stock should become
entitled to vote at any meeting of the stockholders for the election of
Directors, no such holder shall have the right of cumulative
voting.
(5)
Each
share of a series of Preferred Stock shall be equal in every respect to every
other share of the same series.
(6)
Shares
of
Preferred Stock which have been purchased or redeemed, whether through the
operation of a sinking fund or otherwise, or which, if convertible or
exchangeable, have been converted into or exchanged for shares of stock of
any
other class or series shall have the status of authorized and unissued shares
of
Preferred Stock of the same series and may be reissued as a part of the series
of which they were originally a part or may be reclassified and reissued as
part
of a new series of Preferred Stock to be created by resolution or resolutions
of
the Board of Directors or as part of any other series of Preferred Stock, unless
otherwise provided with respect to any series in the resolution or resolutions
adopted by the Board of Directors providing for the issuance of any series
of
Preferred Stock.
(B)
COMMON STOCK
(1)
Subject
to the rights of the outstanding Preferred Stock with respect to the payment
of
preferential dividends, if any, and after the Corporation shall have complied
with the requirements, if any, with respect to setting aside sinking or
analogous funds as to any series of Preferred Stock, holders of the Common
Stock
shall be entitled to receive such dividends as may be declared from time to
time
by the Board of Directors out of any funds of the Corporation legally available
therefor.
(2)
Upon
any
liquidation, dissolution or winding up of the Corporation, whether voluntary
or
involuntary, and after the full amounts, if any, to which the holders of
outstanding Preferred Stock of each series are respectively preferentially
entitled have been distributed or set apart for distribution, all the remaining
assets of the Corporation available for distribution shall be distributed pro
rata to the holders of Common Stock.
(3)
Except
as
may be otherwise required by law or provided by this Certificate of
Incorporation, each holder of Common Stock shall have one vote in respect of
each share of stock held by him on all matters voted upon by the
stockholders.
FIFTH:
The name and mailing address of the Incorporator are as follows:
NAME
MAILING
ADDRESS
Robert
M.
Kennedy
Halliburton
Company
3600
Lincoln Plaza
500
North
Akard
Dallas,
Texas 75201-3391
SIXTH:
The Corporation is to have perpetual existence.
SEVENTH:
The private property of the stockholders shall not be subject to the payment
of
corporate debts to any extent whatever.
EIGHTH:
Cumulative voting shall not be allowed. Each Stockholder shall be entitled,
at
all elections of Directors of this Corporation, to as many votes as shall equal
the number of shares of stock held and owned by him and entitled to vote at
such
meeting under this Certificate of Incorporation for as many Directors as there
are to be elected, unless such right to vote in such manner is limited or denied
by other provisions of this Certificate of Incorporation.
Vacancies
caused by the death or resignation of any Director and newly created
directorships resulting from any increase in the authorized number of Directors
may be filled by a vote of at least a majority of the Directors then in office,
though less than a quorum, and the Director so chosen shall hold office until
the next annual meeting of the Stockholders.
NINTH:
The By-laws may be altered or repealed at any regular meeting of the
Stockholders, or at any special meeting of the Stockholders at which a quorum
is
present or represented, provided notice of the proposed alteration or repeal
be
contained in the notice of such special meeting, by the affirmative vote of
the
majority of the Stockholders entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of the majority of the Board
of
Directors at any regular meeting of the Board, or at any special meeting of
the
Board, if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change of the time or place
of the meeting for the election of Directors shall be made within sixty (60)
days next before the day on which such meeting is to be held, and that in case
of any change of time or place, notice thereof shall be given to each
Stockholder in person or by letter mailed to his last known post office address
at least twenty (20) days before the meeting is held.
Voting
for Directors need not be by ballot except upon the demand, at or before the
election, of the holders of ten percent (10%) or more of the shares in person
or
by proxy and entitled to vote at such election.
TENTH:
The Corporation is hereby authorized to, and shall, indemnify directors,
officers and employees of the Corporation and such other parties as are set
forth below in accordance with the following provisions:
(a)
The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than
an action by or in the right of the Corporation) by reason of the fact that
he
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 expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or
upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which
he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b)
The
Corporation shall indemnify any person who was or is a party or is threatened
to
be made a party to any threatened, pending or completed action or suit by or
in
the right of the Corporation to procure a judgment in its favor by reason of
the
fact that he 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 expenses, including attorneys' fees
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner
he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of
any
claim, issue or matter as to which such person shall have been adjudged to
be
liable for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for
such
expenses which the Court of Chancery or such other court shall deem proper.
(c)
To
the
extent that any such person referred to hereinabove has been successful on
the
merits or otherwise in defense of any action, suit or proceeding referred to
in
subsections (a) and (b), or in the defense of any claim, issue or matter
therein, he shall be indemnified against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection therewith.
(d)
Except
in
those instances where the provisions of subsection (c) of this Article are
applicable, or unless ordered by a court, any indemnification under subsections
(a) and (b) hereof shall be made by the Corporation only as authorized in the
specific case upon a determination that indemnification of such person referred
to hereinabove is proper in the circumstances because he has met the applicable
standard of conduct set forth in subsections (a) and (b) of this Article. Such
determination shall be made (1) by the Board of Directors by a majority vote
of
a quorum consisting of directors who were not parties to such action, suit
or
proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable,
if a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the Stockholders.
(e)
Expenses
incurred in defending a civil or criminal action, suit or proceeding may be
paid
by the Corporation in advance of the final disposition of such action, suit
or
proceeding as authorized by the Board of Directors in the specific case upon
receipt of an undertaking by or on behalf of the director, officer, employee
or
agent to repay such amount unless it shall ultimately be determined that he
is
entitled to be indemnified by the Corporation as authorized in this
Article.
(f)
The
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which any person referred to hereinabove may be entitled under
any By-law, agreement, vote of the Stockholders or disinterested directors
or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to act in any capacity hereinabove named in this Article and
shall inure to the benefit of the heirs, executors and administrators of such
a
person.
(g)
The
indemnification provided by this Article shall not be deemed exclusive of any
other power to indemnify or right to indemnification which the Corporation
or
any person referred to hereinabove may have or acquire under the laws of the
State of Delaware including without limitation the General Corporation Law
of
Delaware or any amendment thereto or substitute therefor.
(h)
The
provisions of this Article shall be applicable to claims, actions, suits or
other proceedings referred to in subsections (a) and (b) of this Article made
or
commenced after the adoption hereof, whether arising from conduct or act or
omission occurring before or after the adoption hereof.
ELEVENTH:
Both Stockholders and Directors shall have power, if the By-laws so provide,
to
hold their meeting either within or without the State of Delaware and to keep
the books of this Corporation (subject to the provisions of the Statutes)
outside of the State of Delaware at such places as may be from time to time
designated in the By-laws.
TWELFTH:
In furtherance and not in limitation of the power conferred by statute, the
Board of Directors of this Corporation are expressly authorized to fix the
amount to be reserved as working capital, to authorize and cause to be executed
mortgages and liens upon the real and personal property belonging to
it.
THIRTEENTH:
This 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 on Stockholders herein
are granted subject to this reservation.
FOURTEENTH:
No holder of any class of stock of this Corporation shall have any preemptive
or
preferential right of subscription or purchase with reference to the issuance
or
sale of any class of stock of the Corporation whether now or hereafter
authorized, or of any securities or obligations convertible into or carrying
or
evidencing any right to purchase any class of stock of the Corporation whether
now or hereafter authorized.
FIFTEENTH:
No director shall be personally liable to the Corporation or any stockholder
for
monetary damages for breach of fiduciary duty by such director as a director;
except for any matter in respect of which such director shall be liable under
Section 174 of the Delaware General Corporation Law or any amendment thereto
or
successor provision thereof or shall be liable by reason that, in addition
to
any and all other requirements for such liability, such director (i) shall
have
breached the duty of loyalty to the Corporation or its stockholders, (ii) in
acting or failing to act, shall not have acted in good faith or shall have
acted
in a manner involving intentional misconduct or a knowing violation of law
or
(iii) shall have derived an improper personal benefit. Neither the amendment
nor
repeal of this Article FIFTEENTH shall eliminate or reduce the effect of this
Article FIFTEENTH in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article FIFTEENTH, would accrue or arise,
prior
to such amendment or repeal. If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article FIFTEENTH to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended from time to time.
IN
WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed
on
behalf of the Corporation by its Senior Vice President and Secretary this 25th
day of May, 2006.
By:
/s/
Margaret E. Carriere
Margaret
E. Carriere
Senior
Vice President and Secretary