**Exhibit 3.1**

 

**AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATIONOF**

**VENOCO, INC.**

 

The undersigned, acting on behalf of Venoco, Inc., a corporationorganized and existing under the laws of the State of Delaware (the “Company”),does hereby certify as follows:

 

The name of the Company is Venoco, Inc. The Certificate ofIncorporation of the Company was originally filed with the Secretary of Stateof the State of Delaware on June 9, 1998, was amended on August 15,2000 and was amended and restated on February 9, 2005.

 

This Restated Certificate of Incorporation of the Company as set forthbelow was duly adopted in accordance with the provisions of Section 242and 245 of the General Corporation Law of the State of Delaware (the “DGCL”)and by the written consent of its sole shareholder in accordance with Section 228of the DGCL.

 

The Certificate of Incorporation of the Company is hereby amended andrestated to read in its entirety as follows:

 

**ARTICLE 1NAME**

 

The name of the Company is Venoco, Inc.

 

**ARTICLE 2REGISTERED AGENT**

 

The address of the registered office of the Company in the State ofDelaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,County of New Castle.  The name of itsregistered agent at that address is Corporation Trust Company.

 

**ARTICLE 3PURPOSE**

 

The purpose of the Company is to engage in any lawful act or activityfor which a Corporation may be organized under the DGCL.

 

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**ARTICLE 4CAPITAL STOCK**

 

4.1                                 CommonStock.

 

(a)                                  Thetotal number of shares of common stock, par value $.01 per share, that theCompany is authorized to issue is 200,000,000.

 

(b)                                 Eachholder of common stock shall be entitled to one vote for each share of commonstock held on all matters as to which holders of common stock shall be entitledto vote.  Except for and subject to thosepreferences, rights, and privileges expressly granted to the holders of allclasses of stock at the time outstanding having prior rights, and any series ofpreferred stock which may from time to time come into existence, and except asmay be otherwise provided by the laws of the State of Delaware, the holders ofcommon stock shall have exclusively all other rights of stockholders of theCompany, including, but not limited to, (i) the right to receive dividendswhen, as and if declared by the Board of Directors out of assets lawfullyavailable therefor, and (ii) in the event of any distribution of assetsupon the dissolution and liquidation of the Company, the right to receiveratably and equally all of the assets of the Company remaining after thepayment to the holders of preferred stock of the specific amounts, if any,which they are entitled to receive as may be provided herein or pursuanthereto.

 

4.2                                 PreferredStock.

 

(a)                                  Thetotal number of shares of preferred stock, par value $.01 per share, that theCompany is authorized to issue is 20,000,000.

 

(b)                                 TheBoard of Directors is expressly authorized at any time, and from time to time,to provide for the issuance of shares of preferred stock in one or more series,with such voting powers, full or limited, or without voting powers and withsuch designations, preferences and relative, participating, optional or otherspecial rights, and qualifications, limitations or restrictions thereof, asshall be stated and expressed in the resolution or resolutions providing forthe issue thereof adopted by the Board of Directors, subject to the limitationsprescribed by law and in accordance with the provisions hereof, including butnot limited to the following:

 

(1)                                  Thedesignation of the series and the number of shares to constitute the series.

 

(2)                                  Thedividend rate of the series, the conditions and dates upon which such dividendsshall be payable, the relation which such dividends shall bear to the dividendspayable on any other class or classes of stock, and whether such dividendsshall be cumulative or noncumulative.

 

(3)                                  Whetherthe shares of the series shall be subject to redemption by the corporation and,if made subject to such redemption, the times, prices and other terms andconditions of such redemption.

 

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(4)                                  Theterms and amount of any sinking fund provided for the purchase or redemption ofthe shares of the series.

 

(5)                                  Whetheror not the shares of the series shall be convertible into or exchangeable forshares of any other class or classes or of any other series of any class orclasses of stock of the corporation, and, if provision be made for conversionor exchange, the times, prices, rates, adjustments and other terms andconditions of such conversion or exchange.

 

(6)                                  Theextent, if any, to which the holders of the shares of the series shall beentitled to vote with respect to the election of directors or otherwise.

 

(7)                                  Therestrictions, if any, on the issue or reissue of any additional preferredstock.

 

(8)                                  Therights of the holders of the shares of the series upon the dissolution,liquidation, or winding up of the corporation.

 

**ARTICLE 5DIRECTORS**

 

5.1                                 Authority,Number and Election of Directors. The affairs of the Company shall be conducted by the Board ofDirectors.  The number of directors ofthe Company shall be fixed from time to time in the manner provided in thebylaws of the Company and may be increased or decreased from time to time inthe manner provided in the bylaws; provided, however, that, except as otherwiseprovided in this Article 5, the number of directors shall not be less than3 or more than 9.  Election of directorsneed not be by written ballot except and to the extent provided in thebylaws.  Commencing with the election ofdirectors at the 2005 Annual Meeting of Stockholders or action by consent ofthe shareholders in lieu thereof, the directors shall be divided into threeclasses designated as Class I, Class II and Class III.  Each class shall consist, as nearly as may bepossible, of one-third of the number of directors constituting the entire Boardof Directors.  The term of office of theinitial Class I directors will expire in 2006, the term of office of theinitial Class II directors will expire in 2007 and the term of office ofthe initial Class III directors will expire in 2008.  Initial class assignments shall be determinedby the Board of Directors.  At eachannual meeting of stockholders, successors to the directors whose terms expiredat that annual meeting shall be elected for a three-year term.  If the number of directors changes, anyincrease or decrease shall be apportioned among the classes such that thenumber of directors in each class shall remain as nearly equal as possible, butin no case will a decrease in the number of directors shorten the term of anyincumbent director.  A director shallhold office until the annual meeting for the year in which his term expires anduntil his successor shall be elected and qualified, subject, however, to suchdirector’s prior death, resignation, retirement, disqualification or removalfrom office.

 

In the event the holders of any class or series of preferred stockshall be entitled, by a separate class vote, to elect directors as may bespecified pursuant to Article 4, then the

 

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provisions of such class or series of stockwith respect to their rights shall apply. The number of directors that may be elected by the holders of any suchclass or series of preferred stock shall be in addition to the number fixedpursuant to the preceding paragraph of this Article 5.

 

5.2                                 Removal.  Subject to any rights of the holders of anyseries of preferred stock, a director may be removed from office by thestockholders prior to the expiration of his or her term of office only forcause.

 

5.3                                 Quorum.  A quorum of the Board of Directors for thetransaction of business shall not consist of less than a majority of the totalnumber of directors, except as otherwise may be provided in this Certificate ofIncorporation or in the bylaws with respect to filling vacancies.

 

5.4                                 NewlyCreated Directorships and Vacancies. Except as otherwise fixed pursuant to the rights of the holders of anyclass or series of preferred stock to elect directors under specifiedcircumstances, newly created directorships resulting from any increase in thenumber of directors and any vacancies on the Board of Directors resulting fromdeath, resignation, disqualification, removal or other cause shall be filledsolely by the affirmative vote of a majority of the remaining directors then inoffice, or by a sole remaining director, even though less than a quorum of theBoard of Directors.  Any director electedin accordance with the preceding sentence shall hold office for the remainderof the full term of the new directorship which was created or in which thevacancy occurred and until such director’s successor shall have been electedand qualified.

 

**ARTICLE 6BYLAWS**

 

Except as otherwise providedin this Certificate of Incorporation, in furtherance and not in limitation ofthe powers conferred by statute, the Board of Directors is expressly authorizedto adopt, repeal, alter, amend and rescind any or all of the bylaws of theCompany.

 

**ARTICLE 7STOCKHOLDERS**

 

7.1                                 Meetings.  Meetings of stockholders may be held withinor without the State of Delaware, as determined by the Board of Directors.  Each meeting of stockholders will be held onthe date and at the time and place determined by the Board of Directors.  Except as otherwise required by law andsubject to the rights of the holders of any class or series of preferred stock,special meetings of the stockholders may be called only by the chairman of theboard, the chief executive officer or, upon the written request of a majorityof the Board of Directors, any officer of the Company.

 

7.2                                 Actionby Written Consent.  Action requiredor permitted to be taken by stockholders at any annual or special meeting ofstockholders may be taken only at such a meeting and not by written consentunless the action to be effected by written consent and

 

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the taking of such action by written consenthave expressly been approved in advance by the Board of Directors.

 

**ARTICLE 8VOTING REQUIREMENT**

 

Notwithstanding any otherprovisions of this Certificate of Incorporation or of the bylaws (andnotwithstanding the fact that a lesser percentage may be otherwise specified bylaw, this Certificate of Incorporation or the bylaws), the affirmative vote ofthe holders of not less than sixty six and two-thirds percent (66-2/3%) of theoutstanding shares of the capital stock of the Company entitled to votegenerally in the election of directors (considered for this purpose as oneclass), shall be required to amend or repeal or adopt any provisionsinconsistent with Articles 5, 8, 9 or 10 of this Certificate of Incorporation.

 

**ARTICLE 9LIABILITY OF OFFICERS AND DIRECTORS**

 

9.1                                 General.  A director of the Company shall not be liableto the Company or its stockholders for monetary damages for breach of fiduciaryduty as a director, except to the extent such exemption from liability orlimitation thereof is not permitted under the DGCL as currently in effect or asthe same may hereafter be amended.

 

9.2                                 Amendment.  No amendment, modification or repeal of this Article 9,nor the adoption of any provision of the Company’s Amended and RestatedCertificate of Incorporation inconsistent with this Article 9, shalladversely affect any right or protection of a director that exists at the timeof such amendment, modification or repeal.

 

**ARTICLE 10INDEMNIFICATION**

 

10.1                           General.  The Company shall indemnify to the fullestextent permitted by and in the manner permissible under the DGCL, as amendedfrom time to time (but, in the case of any such amendment, only to the extentthat such amendment permits the Company to provide broader indemnificationrights than said law permitted the Company to provide prior to such amendment),any person made, or threatened to be made, a party to any threatened, pendingor completed action, suit, or proceeding, whether criminal, civil,administrative, or investigative, by reason of the fact that such person (a) isor was a director or officer of the Company or any predecessor of the Companyor (b) served any other corporation, partnership, joint venture, trust,employee benefit plan or other enterprise as a director, officer, partner,trustee, employee or agent at the request of the Company or any predecessor ofthe Company; provided, however, that except as provided in Section 10.4,the Company shall indemnify any such person seeking indemnification inconnection with a proceeding (or part thereof) initiated by such person only ifsuch proceeding (or part thereof) was authorized in advance by the Board ofDirectors.

 

10.2                           Advancementof Expenses.  The right toindemnification conferred in this Article 10 shall be a contract right andshall include the right to be paid by the Company

 

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the expenses incurred in defending any suchproceeding in advance of its final disposition, such advances to be paid by theCompany within twenty days after the receipt by the Company of a statement orstatements from the claimant requesting such advance or advances from time totime; provided, however, that if the DGCL requires, the payment of suchexpenses incurred by a director or officer in his or her capacity as a directoror officer (and not in any other capacity in which service was or is renderedby such person while a director or officer, including, without limitation,service to an employee benefit plan) in advance of the final disposition of aproceeding, shall be made only upon delivery to the Company of an undertakingby or on behalf of such director or officer to repay all amounts so advanced ifit shall ultimately be determined by a final judicial decision from which thereis no right of appeal that such director or officer is not entitled to be indemnifiedunder this Article 10 or otherwise.

 

10.3                           Procedurefor Indemnification.  To obtainindemnification under this Article 10, a claimant shall submit to theCompany a written request, including therein or therewith such documentationand information as is reasonably available to the claimant and is reasonablynecessary to determine whether and to what extent the claimant is entitled toindemnification. Upon written request by a claimant for indemnificationpursuant to the first sentence of this Section 10.3, a determination, ifrequired by applicable law, with respect to the claimant’s entitlement theretoshall be made as follows: (a) if requested by the claimant or if there areno Disinterested Directors (as hereinafter defined), by Independent Counsel (ashereinafter defined), or (b) by a majority vote of the DisinterestedDirectors, even though less than a quorum, or by a majority vote of a committeeof Disinterested Directors designated by a majority vote of DisinterestedDirectors, even though less than a quorum. If it is so determined that the claimant is entitled to indemnification,payment to the claimant shall be made within 10 days after such determination.

 

10.4                           CertainRemedies.  If a claim under Section 10.1is not paid in full by the Company within thirty days after a written claimpursuant to Section 10.3 has been received by the Company, the claimantmay at any time thereafter bring suit against the Company to recover the unpaidamount of the claim and, if successful in whole or in part, the claimant shallbe entitled to be paid also the reasonable expense of prosecuting suchclaim.  It shall be a defense to any suchaction (other than an action brought to enforce a claim for expenses incurredin defending any proceeding in advance of its final disposition where therequired undertaking, if any, has been tendered to the Company) that theclaimant has not met the standard of conduct which makes it permissible underthe DGCL for the Company to indemnify the claimant for the amount claimed, butthe burden of proving such defense shall be on the Company.  Neither the failure of the Company (includingits Board of Directors, Independent Counsel or stockholders) to have made adetermination prior to the commencement of such action that indemnification ofthe claimant is proper in the circumstances because he or she has met theapplicable standard of conduct set forth in the DGCL, nor an actualdetermination by the Company (including its Board of Directors, IndependentCounsel or stockholders) that the claimant has not met such applicable standardof conduct, shall be a defense to the action or create a presumption that theclaimant has not met the applicable standard of conduct.

 

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10.5                           BindingEffect.  If a determination shallhave been made pursuant to Section 10.3 that the claimant is entitled toindemnification, the Company shall be bound by such determination in anyjudicial proceeding commenced pursuant to Section 10.4.

 

10.6                           Validityof this Article.  The Company shallbe precluded from asserting in any judicial proceeding commenced pursuant to Section 10.4that the procedures and presumptions of this Article 10 are not valid,binding and enforceable and shall stipulate in such proceeding that the Companyis bound by all the provisions of this Article 10.

 

10.7                           Nonexclusivity,etc.  The right to indemnificationand to the advancement of expenses incurred in defending a proceeding inadvance of its final disposition conferred in this Article 10 shall not beexclusive of any other right which any person may have or hereafter acquireunder any statute, provision of the Certificate of Incorporation, bylaws,agreement, vote of stockholders or Disinterested Directors or otherwise.  No repeal or modification of this Article 10shall in any way diminish or adversely affect the rights of any present orformer director or officer of the Company or any predecessor thereof hereunderin respect of any occurrence or matter arising prior to any such repeal or modification.

 

10.8                           Insurance.  The Company may maintain insurance, at itsexpense, to protect itself and any director, officer, employee or agent of theCompany or another corporation, partnership, joint venture, trust or otherenterprise against any expense, liability or loss, whether or not the Companywould have the power to indemnify such person against such expense, liabilityor loss under the DGCL.

 

10.9                           Indemnificationof Other Persons.  The Company maygrant rights to indemnification, and rights to the advancement by the Companyof expenses incurred in defending any proceeding in advance of its finaldisposition, to any present or former employee or agent of the Company or anypredecessor of the Company to the fullest extent of the provisions of this Article 10with respect to the indemnification and advancement of expenses of directorsand officers of the Company.

 

10.10                     Severability.  If any provision or provisions of this Article 10shall be held to be invalid, illegal or unenforceable for any reason whatsoever:(a) the validity, legality and enforceability of the remaining provisionsof this Article 10 (including, without limitation, each portion of anyparagraph of this Article 10 containing any such provision held to beinvalid, illegal or unenforceable, that is not itself held to be invalid,illegal or unenforceable) shall not in any way be affected or impaired therebyand (b) to the fullest extent possible, the provisions of this Article 10(including, without limitation, each such portion of any paragraph of this Article 10containing any such provision held to be invalid, illegal or unenforceable)shall be construed so as to give effect to the intent manifested by theprovision held invalid, illegal or unenforceable.

 

10.11                     CertainDefinitions.  For purposes of this Article 10:

 

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(a)                                  “DisinterestedDirector” means a director of the Company who is not and was not a party tothe matter in respect of which indemnification is sought by the claimant and otherwisehas no material interest in the matter as determined by the Board.

 

(b)                                 “IndependentCounsel” means a law firm, a member of a law firm, or an independentpractitioner that is experienced in matters of Delaware corporation law andshall include any such person who, under the applicable standards ofprofessional conduct then prevailing, would not have a conflict of interest inrepresenting either the Company or the claimant in an action to determine theclaimant’s rights under this Article 10. Independent Counsel shall be selected by the Board of Directors.

 

ARTICLE 11

AMENDMENTS

 

Subject to Article 8, the Company reserves the right to alter,amend, change or repeal any provision contained in this Amended and RestatedCertificate of Incorporation in the manner now or hereafter prescribed by thelaws of the State of Delaware, and all rights conferred herein are grantedsubject to this reservation.

 

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer ofthe Corporation, has executed this Restated Certificate of Incorporation the 18thday of October 2005.

 
|   | VENOCO, INC. |
|--------|--------------|
|   |         |   |
|   | By:          |   /s/  Timothy M. Marquez |   |
|   |         |     Timothy  M. Marquez |
|   |         |     Chief  Executive Officer |

 

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