Exhibit
3.1(b)
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
RPC,
INC.
RPC,
INC., a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify:
FIRST: The
name
of the Corporation is RPC, Inc. (the “Corporation”).
SECOND: That
at a
meeting of the Board of Directors of the Corporation, resolutions were duly
adopted declaring the advisability of an amendment to the Corporation’s
Certificate of Incorporation to increase the number of authorized shares of
capital stock to one hundred sixty million shares (160,000,000) (the
“Amendment”) and directing that such Amendment be submitted to the stockholders
of the Corporation, accompanied by the recommendation of the Board of Directors
that it be approved.
THIRD: That
thereafter, pursuant to the resolution of its Board of Directors, a regular
meeting of the stockholders of the Corporation was duly called and held, upon
notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware, at which meeting the necessary number of shares as required
by statute were voted in favor of the Amendment.
FOURTH: The
Restated Certificate of Incorporation of the Corporation is hereby amended
by
deleting the first paragraph of the existing Article Fourth in its entirety
and
substituting in lieu thereof a new first paragraph of Article Fourth which
shall
be and read as follows:
“FOURTH.
The total number of shares of all classes of stock which the Corporation shall
have authority to issue is one hundred sixty million (160,000,000), consisting
of one hundred fifty-nine million (159,000,000) shares of Common Stock, par
value ten cents ($0.10) per share (the “Common Stock”), and one million
(1,000,000) shares of Preferred Stock, par value ten cents ($0.10) per share
(the “Preferred Stock”).”
FIFTH: The
Amendment of the Certificate of Incorporation herein certified has been duly
adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
Executed
on the 25th day of April, 2006.
RPC,
INC.
By:
Name: Linda
H.
Graham
Title:
Secretary