Exhibit 3.1

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**AMENDEDAND RESTATED CERTIFICATE OF INCORPORATION OF**

**SOUTHERNPERU COPPER CORPORATION**

**(originallyincorporated on September 7, 1995 under the name**

**SouthernPeru Copper Corporation)**

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ARTICLEONE

The present nameof the Corporation is SOUTHERN COPPER CORPORATION.

 

ARTICLETWO

The address of theCorporation’s registered office in the State of Delaware is Corporation TrustCenter, 1209 Orange Street, City of Wilmington, County of New Castle andState of Delaware 19801.  Thename of the Corporation’s registered agent at such address isThe Corporation Trust Company.

 

ARTICLETHREE

The purpose of theCorporation is to engage in any lawful act or activity for which corporationsmay be organized under the Delaware General Corporation Law (“Delaware Law”) asthe same exists or may hereafter be amended.

 

ARTICLEFOUR

The total numberof shares of stock which the Corporation shall have authority to issue is167,207,640 shares of common stock, par value one cent ($0.01) per share(hereinafter referred to as the “Common Stock”).  Each holder of Common Stock shall have onevote in respect of each share of Common Stock held by such holder of record onthe books of the Corporation for the election of directors and on all othermatters on which stockholders of the Corporation are entitled to vote.  The holders of shares of Common Stock shallbe entitled to receive, when and if declared by the Board of Directors, out ofthe assets of the Corporation which are by law available therefore, dividendspayable either in cash, in stock or otherwise.

 

ARTICLEFIVE

The followingprovisions relate to the management of the business and the conduct of theaffairs of the Corporation and are inserted for the purpose of creating,defining, limiting and regulating the powers of the Corporation and itsdirectors and stockholders:

 

(a)                      The businessand affairs of the Corporation shall be managed by and under the direction ofthe Board of Directors.

(b)                     The numberof directors of the Corporation shall be fixed from time to time by resolutionof a majority of our Board of Directors, provided that the number of directorsshall not be less than six or more than fifteen.  Election of directors need not be by writtenballot unless the By-Laws of the Corporation so provide.

(c)                      The Board ofDirectors shall have the power to delegate such of its duties andresponsibilities to local representatives or to the local managing body of theCorporation’s branch operations in foreign countries as it deems necessary inorder to comply with the laws and regulations of such foreign countries.

(d)                     The Board ofDirectors shall have the power to adopt, amend or repeal the By-Laws of theCorporation.

(e)                      The books ofthe Corporation may be kept outside of the State of Delaware at such place orplaces as from time to time may be designated by the Board of Directors.

(f)                        Meetings ofdirectors and stockholders of the Corporation may be held within or without theState of Delaware, as the By-Laws of the Corporation may provide.

 

ARTICLESIX

6.1.                  Limitation on Liability.  A director of the Corporation shall be immunefrom liability to the Corporation or its stockholders for monetary damages forbreach of fiduciary duty as a director to the fullest extent permitted byDelaware Law.

 

 

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6.2.                  Indemnification.

(a)                      Each person (and the heirs, executors oradministrators of such person) who was or is a party or is threatened to bemade a party to, or is involved in any threatened, pending or completed action,suit or proceeding, whether civil, criminal, administrative or investigative,by reason of the fact that such person is or was a director or officer of theCorporation or is or was serving at the request of the Corporation as adirector or officer of another corporation, partnership, joint venture, trustor other enterprise, shall be indemnified and held harmless by the Corporationto the fullest extent permitted by Delaware Law.  The right to indemnification conferred inthis ARTICLE SIX shall also include the right to be paid by theCorporation the expenses incurred in connection with any such proceeding inadvance of its final disposition to the fullest extent authorized by DelawareLaw.  The right to indemnificationconferred in this ARTICLE SIX shall be a contract right.

(b)                     TheCorporation may, by action of its Board of Directors, provide indemnificationto officers, employees and agents of the Corporation to such extent and to sucheffect as the Board of Directors shall determine to be appropriate andauthorized by Delaware Law.

 

6.3.                  Insurance. The Corporation shall have power to purchase and maintain insurance onbehalf of any person who is or was a director, officer, employee or agent ofthe Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any expense, liability or lossincurred by such person in any such capacity or arising out of his status assuch, whether or not the Corporation would have the power to indemnify himagainst such liability under Delaware Law.

 

6.4.                  Non-exclusivity. The rights and authority conferred in this ARTICLE SIX shall not beexclusive of any other right which any person may otherwise have or hereafteracquire.

 

6.5.                  Effect. Neither the amendment or repeal of this ARTICLE SIX, nor theadoption of any provision of this Restated Certificate of Incorporation or theBy-Laws of the Corporation, nor, to the fullest extent permitted by DelawareLaw, any modification of law, shall eliminate or reduce the protection affordedby this ARTICLE SIX to a director or officer of the Corporation in respectof any matter which occurred, or any cause of action, suit or claim which, butfor this ARTICLE SIX, would have accrued or arisen, prior to suchamendment, repeal or adoption.

 

ARTICLESEVEN

The Corporationreserves the right to amend this Restated Certificate of Incorporation in anymanner permitted by Delaware Law and, with the sole exception of those rightsand powers conferred under the above ARTICLE SIX, all rights and powersconferred herein on stockholders, directors and officers, if any, are subjectto this reserved power.

 

ARTICLEEIGHT

 

8.1                     Definitions.  As used in this ARTICLEEIGHT and ARTICLE NINE, the following terms have the following meanings:

(a)      “Effective Time” shall havethe meaning ascribed to it in the Agreement and Plan of Merger by and amongSouthern Copper Corporation, SPCC Merger Sub, Inc., Americas Sales Company,Inc., Americas Mining Corporation and Minera México, S.A. de C.V., dated as ofOctober 21, 2004.

(b)     “Founding Stockholder” shallhave the meaning ascribed to it in Section 4.9(a).

(c)      “Independent Director” meansa director who satisfies the independence requirements of the New York StockExchange Listed Company Manual, or, if the principal United States listing ofthe Common Shares is on another United States securities exchange orinter-dealer quotation system of a registered national securities association,the equivalent requirements of the applicable rules and regulations of thatexchange or association.

 

 

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(d)     “Public Stockholders” shallmean all holders of Common Shares, other than Grupo México, S.A. de C.V. (“GrupoMéxico”) and its affiliates.

(e)      “Special IndependentDirector” means a director who (a) is an Independent Director, and (b) has beennominated by the Special Nominating Committee of the Corporation in accordancewith the provisions of this ARTICLE EIGHT; provided, however, that any directornominated by a Founding Stockholder other than Grupo México in accordance withthe provisions of the Stockholders Agreement shall be deemed a SpecialIndependent Director (any such director, a “Stockholder Designee”).

(f)        “Stockholders Agreement”means that certain Agreement Among Certain Stockholders of Southern Peru CopperCorporation, dated as of January 2, 1996, as amended by the First Amendment tothe Agreement Among Certain Stockholders of Southern Peru Copper Corporation,dated January 11, 2001, as such agreement may be amended from time to time.

 

8.2                     Board of Directors.  The Board of Directors shallat all times include a number of Special Independent Directors that is equal toor greater than the Minimum Number of Special Independent Directors (as definedin Paragraph 8.4). Special Independent Directors may only be removed from theBoard of Directors for cause, by resolution passed at any meeting of the Boardof Directors in the manner provided in the Bylaws.

 

8.3                     Powers.  Effective as of theEffective Time, the Corporation shall have a special nominating committee (the “SpecialNominating Committee”). Subject to Paragraph 8.6 and in accordance with Section141(a) of the General Corporation Law of the State of Delaware (“DGCL”), theSpecial Nominating Committee shall have the exclusive power and authorityotherwise conferred upon the Board of Directors to: (i) nominate persons tostand for election as Special Independent Directors (other than the StockholderDesignees) at the next annual meeting of stockholders (or special meeting ofstockholders at which directors are to be elected) and to evaluate candidatesfor such nominations; and (ii) fill any vacancy created by the removal,resignation or retirement from the Board of Directors or the death of anySpecial Independent Director (other than the Stockholder Designees). TheSpecial Nominating Committee shall, in accordance with Section 141(a) of theDGCL, have the exclusive power and authority otherwise conferred upon the Boardof Directors to determine its own policies and procedures with regard to thematters set forth in this ARTICLE EIGHT and to set forth such policies andprocedures in a committee charter.

 

8.4                     Special Independent Directors.  The Special Nominating Committeeshall have the right to nominate the number of Special Independent Directors(the “Minimum Number of Special Independent Directors”) that equals (a) anumber equal to the number of directors which shall constitute the entire Boardof Directors multiplied by (b) the percentage of Common Shares owned by thePublic Stockholders out of the aggregate Common Shares owned by all holders ofCommon Shares as of the last day of the fiscal quarter immediately precedingthe date on which the Special Nominating Committee acts, rounded up to thenearest whole number. At no time shall the aggregate number of personsnominated as Special Independent Directors in accordance with Paragraph 8.3 andParagraph 8.4 and the number of Stockholder Designees be less than two orgreater than six.

 

8.5                     Membership andManner of Acting.

 

(a)                The Special NominatingCommittee shall consist of three (3) directors of the Corporation, two (2) ofwhom shall be Luis Miguel Palomino and Carlos Ruiz Sacristan (each of such twodirectors, an “Initial Member” and together with their successors, “SpecialDesignees”) and such other director, who shall initially be Oscar GonzalezRocha, as may be appointed by the Board of Directors (the “Board Designee”).The Board of Directors shall designate annually the Board Designee, immediatelyfollowing the election of directors at the annual meeting of the Board ofDirectors. The members of the Board of Directors who are Special IndependentDirectors or Initial Members shall

 

 

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                              designate annually theSpecial Designees, immediately following the election of directors at theannual meeting of the Board of Directors. Any vacancy on the Special NominatingCommittee resulting from the removal, resignation, retirement or death ofeither an Initial Member or a Special Independent Director shall be filled onlyby a Special Independent Director. Any Designee may be removed at any time forcause, by resolution passed at any meeting of the Board of Directors in the mannerprovided in the Bylaws.

 

(b)               At all meetings of theSpecial Nominating Committee the presence of all members shall be necessary andsufficient to constitute a quorum for the transaction of business, and theunanimous vote of all members of the Special Nominating Committee shall benecessary for the adoption of any resolution or the taking of any action.

 

8.6                     Alternative Nominating Procedures.  Notwithstanding theforegoing provisions of this ARTICLE EIGHT, the power and authority of theSpecial Nominating Committee to nominate persons to stand for election asSpecial Independent Directors shall be subject to:

 

(a)                the rights of thestockholders of the Corporation to make nominations in compliance with theprocedures set forth in the Bylaws; and

 

(b)               the rights of the FoundingStockholders to nominate Stockholders Designees.

 

8.7                     Amendment of ARTICLE EIGHT.  The provisions of thisARTICLE EIGHT may only be amended by the affirmative vote of a majority of thePublic Stockholders (calculated without giving effect to any super majorityvoting rights of the holders of the Class A Common Stock pursuant to Paragraph4.7(a)).

 

ARTICLENINE

 

The Corporationshall not engage in any Material Affiliate Transaction unless it has been thesubject of prior review by a committee of the Board of Directors with at leastthree members, each of whom is an Independent Director (any such committee, an “AffiliateTransactions Committee”). For purposes of this ARTICLE NINE, a “MaterialAffiliate Transaction” shall mean any transaction, business dealing or materialfinancial interest in any transaction, or any series of related transactions,between Grupo México or one of its affiliates (other than the Corporation orany of the Corporation’s subsidiaries), on the one hand, and the Corporation orone of the Corporation’s subsidiaries, on the other hand, that involvesconsideration of more than $10,000,000 in the aggregate.”

 

IN WITNESSWHEREOF, this Amended and Restated Certificate of Incorporation, which amends,restates and integrates the provisions of the Certificate of Incorporation ofthe Corporation, and which has been duly adopted by the stockholders inaccordance with the provisions of Sections 228, 242, and 245 of the DGCL, hasbeen executed by its duly authorized officer this 20th day of September, 2005.

 

 

 
|   | /s/  Armando Ortega Gómez |
|--------|--------------------------------|
|   | Armando  Ortega Gómez     |
|   | Secretary                      |

 

 

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