Exhibit
2
CERTIFICATE
OF INCORPORATION
ARABIAN
SHIELD DEVELOPMENT COMPANY
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FIRST.
The name of the corporation is
ARABIAN
SHIELD DEVELOPMENT COMPANY
SECOND.
Its principal office in the state of Delaware is located at No. 100 Vest
Tenth
Street, in the City of Wilmington, County of New Castle. The name and
address of its resident agent is The Corporation Trust Company, No. 100 West
Tenth Street, Wilmington, Delaware.
THIRD.
The nature of the Business, or objects or purposes to be transacted, promoted
or
carried on are:
To
carry
on the business of purchasing or other wise acquiring, owning, holding,
investing or dealing in, administering, managing, operating, and selling,
mortgaging, pledging, hypothecating or otherwise disposing of, petroleum,
oil,
gas, or mineral lands, properties, rights, royalties, or leases, or fractional
interests therein.
To
buy,
exchange, contract for, lease and in any and all other ways, acquire, take,
hold, and own, and to deal in, sell, mortgage, lease or otherwise dispose
of
lands, claims, mineral rights, oil wells, gas wells, oil lands, gas lands
and
other real and personal property, and rights and interests therein and thereto
and in and to other real and personal properties, both for its own account
and
as agent, operator or manager for the account of others, and to manage, operate,
maintain, improve, and develop the said properties, and each and all of
them.
To
enter
into, maintain, operate or carry on in all its branches the business of
exploring, drilling and mining for, extracting, producing, refining, treating,
distilling, manufacturing, handling and dealing in, and buying and selling,
petroleum, oil, gas, coal and any and all other mineral and hydrocarbon
substances, and any and all products or by-products which may be derived
from
said substances or any of them; and for such or any of such purposes to buy,
exchange, contract for, lease and in any and all other ways acquire, take,
hold
and own, and to sell, mortgage
lease and otherwise dispose of, and to construct, manage, maintain, deal
in and
operate plants, refineries, pipelines, gathering systems, tanks, tank cars,
trucks, machinery and equipment of every kind, character and description
and
otherwise to deal in, operate, establish, promote, carry on, conduct and
manage
any and all other property and appliances that may in any wise be deemed
advisable in connection with the business of the corporation or any branch
thereof, or that may be deemed convenient at any time by the Board of Directors
of the corporation.
To
enter
into, maintain, operate or carry on in all of its branches anywhere in the
world
the business of exploring, drilling and mining for, extracting, producing,
refining, treating, processing and distilling ores, metals and other minerals,
liquid, gaseous, or solid, and manufacturing, handling and dealing in, and
buying and selling, such ores, metals and minerals, and any and all mineral
substances. and any and all products or by-products which may be derived
from
such substances; to buy, lease or in any way acquire, take, hold, own, develop,
exploit and deal in lands, concessions, franchises and mineral rights anywhere
in the world.
To
manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge,
sell, assign and transfer or otherwise dispose of, trade, deal in and deal
with
goods, wares and merchandise and personal property of every class and
description.
To
acquire, and pay for in cash, stock
or bonds of this
corporation or otherwise, the good will, rights, assets and property,
and to undertake
or assume the whole or any
part of the obligations or liabilities of any person, firm, association
or
corporation.
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.
To
acquire by purchase, subscription or
otherwise, and to receive,
hold, own, guarantee, sell, assign, exchange, transfer, mortgage,
pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or
any
voting trust certificates in respect of the shares of capital stock, scrip,
warrants, rights, bonds, debentures, notes, trust receipts, and other
securities, obligations, choses in action and evidences of indebtedness or
interest issued or created
by any corporations, joint stock companies, syndicates, associations,
firms, trusts
or persons, public or private, or by the government of the United States
of
America, or by any
foreign, government, or by any state, territory, province,
municipality or
other political subdivision or by any
governmental agency,
and as owner thereof to possess and exercise all the rights, powers and
privileges of ownership, including the right to execute consents and vote
thereon, and to do any and all acts and things necessary or advisable for
the
preservation, protection, improvement and enhancement in value
thereof.
To
enter
into, make and perform contracts of every kind and description with any person,
firm, association, corporation, municipality, county, state, body politic
or
government or colony or dependency thereof.
To
borrow
or raise moneys for any of the purposes of the corporation and, from time
to
time without limit as to amount, to draw, make, accept, endorse, execute
and
issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures
and other negotiable or non-negotiable Instruments and evidences of
indebtedness, and to secure the payment of any thereof and of the interest
thereon by mortgage upon or pledge, conveyance or assignment in trust of
the
whole or any part of the property of the corporation, whether at the time
owned
or thereafter acquired, and to sell, pledge or otherwise dispose of such
bonds
or other obligations of the corporation for its corporate
purposes.
To
loan
to any person, firm or corporation any of its surplus funds, either with
or
without security.
To
purchase, hold, sell and transfer the shares ■ of its own capital
stock;
provided it shall not use its funds or property for the purchase of its own
shares of capital stock when such use would cause any impairment of its capital
except as otherwise permitted by law, and provided further that shares of
its
own capital stock belonging to it shall not be voted upon directly or
indirectly.
To
have
one or more offices, to carry on all or any of its operations and business
and
without restriction or limit as to amount to purchase or otherwise acquire,
hold, own, mortgage, sell, convey or otherwise dispose of, real and personal
property of every class and description in any of the states, districts,
territories or colonies of the United States, and in any and all foreign
countries, subject to the laws of such state, district, territory, colony
or
country.
In
general, to carry on any other business in connection with the foregoing,
and to
have and exercise all the powers conferred by the laws of Delaware upon
corporations formed under the General Corporation Law 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.
The
objects and purposes specified in the foregoing clauses shall, except where
otherwise expressed, be in nowise 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 total number of shares of stock which the corporation shall have authority
to issue is five million (5,000,000) and the par value of each of such shares
is
Ten Cents ($0.10) amounting in the aggregate to Five Hundred Thousand Dollars
($500,000.00).
Unless
otherwise determined by the board of directors, no holder of stock of the
corporation shall, as such holder, have any right to purchase or subscribe
for
any stock of any class which the corporation may issue or sell, whether or
not
exchangeable for any stock of the corporation or any class or classes and
whether out of unissued shares authorized by the certificate of incorporation
as
originally filed or by any amendment thereof or out of shares of stock of
the
corporation acquired by it after the issue thereof; nor, unless otherwise
determined by the board of directors, shall any holder of any shares of the
capital stock of the corporation, as such holder, have any right to purchase
or
subscribe for any obligation which the corporation may issue or sell that
shall
be convertible into, or exchangeable for, any shares of the stock of the
corporation of any class or classes, or to which shall be attached or
appurtenant any warrant or warrants or other instrument or instruments that
shall confer upon the holder or holders of such obligation the right to
subscribe for or purchase from the corporation any shares of its capital
stock
of any class or classes.
FIFTH.
The minimum amount of capital with which the corporation will commence business
is One Thousand Dollars ($1,000.00).
SIXTH.
The names and places of residence of the incorporators are as
follows:
NAMES
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RESIDENCES
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B.
J. Consono
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Wilmington,
Delaware
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F.
J. Obara, Jr.
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Wilmington,
Delaware
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A.
D. Grier
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Wilmington,
Delaware
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SEVENTH.
The corporation is to have perpetual existence.
EIGHTH.
The private property of the stockholders shall not be subject to the payment
of
corporate debts to any extent whatever.
NINTH.
In
furtherance and not in limitation of the powers conferred by statute, the
board
of directors is expressly authorized:
To
make,
alter or repeal the by-laws of the corporation.
To
authorize and cause to be executed mortgages and liens upon the real and
personal property of the corporation.
To
set
apart out of any of the funds of the corporation available for dividends
a
reserve or reserves for any proper purpose and to abolish any such reserve
in
the manner in which it was created.
By
resolution passed by a majority of the whole board, to designate one or more
committees, each committee to consist of two or more of the directors of
the
corporation, which, to the extent provided in the resolution or in the by-laws
of the corporation, shall have and may exercise the powers of the board of
directors in the management of the business and affairs of the corporation,
and
may authorize the seal of the corporation to be affixed to all papers which
may
require it. Such committee or committees shall have such name or names as
may be
stated in the by-laws of the corporation or as may be determined from time
to
time by resolution adopted by the board of directors.
When
and
as authorized by the affirmative vote of the holders of a majority of the
stock
issued and outstanding having voting power given at a stockholders' meeting
duly
called for that purpose, or when authorized by the written consent of the
holders of a majority of the voting stock issued and outstanding, to sell,
lease
or exchange all of the property and assets of the corporation, including
its
good will and its corporate franchises, upon such terms and conditions and
for
such consideration, which may be in whole or in part shares of stock in,
and/or
other securities of, any other corporation or corporations, as its board
of
directors shall deem expedient and for the best interests of the
corporation.
TENTH.
Whenever a compromise or arrangement is proposed between this corporation
and
its creditors or any class of them and/or between this corporation and its
stockholders or any class of them, any court of equitable Jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or of any creditor or stockholder thereof, or on the application
of
any receiver or receivers appointed for this corporation under the provisions
of
section 291 of Title 8 of the Delaware Code or on the application of trustees
in
dissolution or of any receiver or receivers appointed for this corporation
under
the provisions of section 279 of Title 8 of the Delaware Code order a meeting
of
the creditors or class of creditors, and/or of the stockholders or class
of
stockholders of this corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of
the
stockholders or class of stockholders of this corporation, as the case may
be,
agree to any compromise or arrangement and to any reorganization of this
corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned
by
the court to which the said application has been made, be binding on all
the
creditors or class of creditors, and/or on all the stock-holders or class
of
stockholders, of this corporation, as the case
may be, and also on this corporation.
ELEVENTH.
Meetings of stockholders may be held outside the State of Delaware, if the
by-laws so provide. The books of the corporation may be kept (subject to
any
provision contained in the statutes) outside the State of Delaware at such
place
or places as may be designated from time to time by the board of directors
or in
the by-laws of the corporation. Elections of directors need not be by ballot
unless the by-laws of the corporation shall so provide.
TWELFTH.
The 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 upon stockholders
herein are granted subject to this reservation.
WE,
THE UNDERSIGNED, being each of
the incorporators
herein before named, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware,
do make this
certificate, hereby declaring and certifying
that the facts
herein stated are true, and accordingly have hereunto set our hands and
seals this 4th
day of May, A.D.
1967.
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/s/
B.
J. CONSONO
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(SEAL)
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/s/
F.
J. OBARA,
JR.
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(SEAL)
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/s/
A.
D. GRIER
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(SEAL)
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STATE OF DELAWARE
COUNTY OF NEW CASTLE
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)
)
)
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ss:
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BE
IT
REMEMBERED that on this 4th day of May, A.D. 1967, personally came before
me, a
Notary Public for the State of Delaware, B. J. Consono, F. J, Obara, Jr.
and A. D. Grier,all of the parties to the foregoing certificate of incorporation, known
to
me personally to be such, and severally acknowledged the said certificate
to be
the act and deed of the signers respectively and that the facts therein stated
are truly set forth.
GIVEN
under my hand and seal of office the day and year aforesaid.
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/s/
A. Dana Atwell
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Notary
Public
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