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                                                                   EXHIBIT 3.1


                          TOREADOR ROYALTY CORPORATION

                           CERTAIN RESOLUTIONS ADOPTED
                          AT BOARD OF DIRECTORS MEETING
                              HELD ON JUNE 24, 1998

Relating to Number of Directors

         RESOLVED, that as permitted by Article III, Section 3.02 of the Amended
and Restated Bylaws (the "Bylaws") of the Corporation, the Board of Directors of
the Corporation hereby determines that the number of directors that shall
constitute the Board of Directors shall be seven (7).

Relating to Amendment to the Bylaws

         WHEREAS, the Board of Directors has determined that it is in the best
interest of the Corporation and its stockholders to amend the Bylaws of the
Corporation by adding a new Article XI thereto, in the form attached hereto as
Exhibit A;

         NOW, THEREFORE, BE IT RESOLVED, that the Bylaw Amendment is hereby
approved and adopted, effective during the period specified therein.



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                                                                     EXHIBIT A



                                   ARTICLE XI
                              GOVERNANCE PROVISION

         During the Effective Period (as defined), the following Bylaws shall be
in effect and govern those affairs of the Corporation to which they relate
notwithstanding anything in these Bylaws to the contrary.

         11.1 Definitions Applicable to Article XI. As used in this Article XI,
the following terms have the meanings ascribed to them in this Section 11.1.

         (a) "1998 ANNUAL MEETING" shall mean the 1998 annual meeting of
stockholders of the Corporation at which the election of directors shall be
considered.

         (b) "2000 ANNUAL MEETING" shall mean the 2000 annual meeting of
stockholders of the Corporation at which the election of directors shall be
considered.

         (c) "AFFILIATE" AND "ASSOCIATE," when used with reference to any
Person, shall have the respective meanings ascribed to such terms in Rule 12b-2
promulgated under the Exchange Act, as in effect on June 25, 1998.

         (d) "BENEFICIAL OWNER" shall have the meaning ascribed to such term in
Rule 13d-3 promulgated under the Exchange Act, as in effect on June 25, 1998.

         (e) "COMPANY DESIGNEES" shall mean J. W. Bullion, Thomas P. Kellogg,
Jr., John Mark McLaughlin and any successors thereto selected by the Company
Nominating Committee.

         (f) "COMPANY NOMINATING COMMITTEE" shall have the meaning ascribed to
it in Section 11.3.

         (g) "EFFECTIVE PERIOD" shall mean the period commencing immediately
subsequent to the 1998 Annual Meeting and ending on the earlier to occur of (i)
such time as (x) Lee Global Energy Fund L.P., together with its affiliates and
associates (the "Gralee Persons"), are no longer the beneficial owners in the
aggregate of at least 514,677 shares of the Corporation's Common Stock, par
value $.15625 ("Common Stock"), and (y) Peter Lawrence Falb, Mr. Edward Nathan
Dane, the Hilary Bell Falb 1983 Trust, the Alison Forslund Falb 1985 Trust, the
Forslund Irrevocable Trust, Firethorn I Limited Partnership and Dane, Falb,
Stone & Co., Inc., together with their respective affiliates and associates (the
"Dane Falb Persons"), are no longer the beneficial owners in the aggregate of at
least 514,677 shares of Common Stock, and (ii) the day immediately subsequent to
the 2000 Annual Meeting.

         (h) "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended. 



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                                                                     EXHIBIT A


         (i) "FALB DESIGNEES" shall mean Peter Lawrence Falb and Edward Nathan 
Dane and any successors thereto selected by the Falb Nominating Committee.

         (j) "FALB NOMINATING COMMITTEE" shall have the meaning ascribed to it
in Section 11.3.

         (k) "GRALEE DESIGNEES" shall mean G. Thomas Graves, III, William I. Lee
and any successors thereto selected by the Gralee Nominating Committee.

         (l) "GRALEE NOMINATING COMMITTEE" shall have the meaning ascribed to it
in Section 11.3.

         11.2. The Composition of the Effective Period Board; Nomination. During
the Effective Period, the number of directors comprising the full Board of
Directors of the Corporation will be seven (7). Three (3) persons shall be
nominated as directors on behalf of the Corporation by the Company Nominating
Committee. Two (2) persons shall be nominated as directors on behalf of the
Corporation by the Gralee Nominating committee. Two (2) persons shall be
nominated as directors on behalf of the Corporation by the Falb Nominating
Committee.

         11.3. Nominating Committees. The Corporation's Board of Directors shall
have (a) a continuing director nominating committee (the "COMPANY NOMINATING
COMMITTEE"), (b) a Gralee nominating committee (the "GRALEE NOMINATING
COMMITTEE") and (c) a Falb nominating committee (the "FALB NOMINATING
COMMITTEE"). The Company Nominating Committee shall consist of J. W. Bullion,
Thomas P. Kellogg, Jr., John Mark McLaughlin and any successors thereto selected
by the Company Nominating Committee for so long as each is a director of the
Corporation. The Gralee Nominating Committee shall consist of G. Thomas Graves,
III, William I. Lee and any successors thereto selected by the Gralee Nominating
Committee for so long as each is a director of the Corporation. The Falb
Nominating Committee shall consist of Peter Lawrence Falb, Edward Nathan Dane
and any successors thereto selected by the Falb Nominating Committee for so long
as each is a director of the Corporation. The Company Nominating Committee shall
have the exclusive power on behalf of the Board of Directors to nominate persons
for election as directors of the Corporation as Company Designees and to fill
positions on the Board of Directors vacated by Company Designees. The Gralee
Nominating Committee shall have the exclusive power on behalf of the Board of
Directors of the Corporation to nominate persons for election as directors of
the Corporation as Gralee Designees and to fill positions on the Board of
Directors vacated by Gralee Designees. The Falb Nominating Committee shall have
the exclusive power on behalf of the Board of Directors to nominate persons for
election as directors of the Corporation as Falb Designees and to fill positions
on the Board of Directors vacated by Falb Designees.

         11.4. Amendments to Article XI. During the Effective Period, the
provisions of Article XI of the Bylaws may be amended or repealed only by the
affirmative vote of five of the members of the entire Board of Directors or the
holders of 75% of the outstanding Common Stock.



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