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EXHIBIT 3.2
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BYLAWS
OF
GMX RESOURCES INC.
(AS ADOPTED JANUARY 23, 1998)
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TABLE OF CONTENTS
TO
BYLAWS
OF
GMX RESOURCES INC.
(AN OKLAHOMA CORPORATION)
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ARTICLE I - SHAREHOLDERS..............................................................................1
Section 1.01. Annual Meeting................................................................1
Section 1.02. Special Meetings..............................................................1
Section 1.03. Notice of Meetings............................................................1
Section 1.04. Quorum........................................................................1
Section 1.05. Organization..................................................................2
Section 1.06. Conduct of Business...........................................................2
Section 1.07. Proxies and Voting............................................................2
Section 1.08. Stock List....................................................................3
ARTICLE II - BOARD OF DIRECTORS.......................................................................4
Section 2.01. Number and Term of Office.....................................................4
Section 2.02. Vacancies.....................................................................4
Section 2.03. Regular Meetings..............................................................4
Section 2.04. Special Meetings..............................................................4
Section 2.05. Quorum........................................................................5
Section 2.06. Participation in Meetings by Conference Telephone.............................5
Section 2.07. Written Consents..............................................................5
Section 2.08. Conduct of Business...........................................................5
Section 2.09. Powers........................................................................5
Section 2.10. Compensation of Directors.....................................................6
ARTICLE III - COMMITTEES..............................................................................6
Section 3.01. Executive Committee...........................................................6
Section 3.02. Other Committees of the Board of Directors....................................7
Section 3.03. Limitations on Power and Authority of Committees..............................7
Section 3.04. Conduct of Business...........................................................7
ARTICLE IV - OFFICERS.................................................................................8
Section 4.01. Generally.....................................................................8
Section 4.02. Chairman of the Board ........................................................8
Section 4.03. Vice Chairman of the Board....................................................8
Section 4.04. President.....................................................................8
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Section 4.05. Vice Presidents...............................................................9
Section 4.06. Secretary.....................................................................9
Section 4.07. Treasurer.....................................................................9
Section 4.08. Delegation of Authority.......................................................9
Section 4.09. Removal.......................................................................9
Section 4.10. Action with Respect to Securities of Other Corporations.......................9
ARTICLE V - STOCK....................................................................................10
Section 5.01. Certificates of Stock........................................................10
Section 5.02. Transfers of Stock...........................................................10
Section 5.03. Record Date..................................................................10
Section 5.04. Lost, Stolen or Destroyed Certificates.......................................11
Section 5.05. Regulations..................................................................11
ARTICLE VI - NOTICES.................................................................................11
Section 6.01 Notices......................................................................11
Section 6.02. Waivers......................................................................12
ARTICLE VII - MISCELLANEOUS..........................................................................12
Section 7.01. Facsimile Signatures.........................................................12
Section 7.02. Corporate Seal...............................................................12
Section 7.03. Reliance upon Books, Reports and Records.....................................12
Section 7.04. Fiscal Year..................................................................12
Section 7.05. Time Periods.................................................................12
ARTICLE VIII - AMENDMENTS............................................................................13
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BYLAWS
OF
GMX RESOURCES INC.
(AS ADOPTED JANUARY 23, 1998)
ARTICLE I - SHAREHOLDERS
SECTION 1.01. ANNUAL MEETING
An annual meeting of the shareholders, for the election of
directors to succeed those whose terms expire and for the transaction of such
other business as may properly come before the meeting, shall be held at such
place on such date, and at such time as the Board of Directors shall each
year fix, which date shall be within thirteen months subsequent to the later
of the date of incorporation or the last annual meeting of the shareholders.
SECTION 1.02. SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or
purposes prescribed in the notice of the meeting, may be called by the Board
of Directors or by the Chairman of the Board or the President and shall be
held at such place, on such date, and at such time as they or he shall fix.
SECTION 1.03. NOTICE OF MEETINGS
Written notice of the place, date, and time of all meetings of
the shareholders shall be given, not less than ten (10) nor more than sixty
(60) days before the date on which the meeting is to be held, to each
shareholder entitled to vote at such meeting, except as otherwise provided
herein or required by law (meaning, here and hereinafter, as required from
time to time by the Oklahoma General Corporation Act or the Certificate of
Incorporation). The term "Certificate of Incorporation" as used herein shall
mean the Certificate of Incorporation of the Corporation as may be amended
from time to time. Notice of a special meeting of the shareholders shall also
state the purpose or purposes for which the meeting is called.
When a meeting is adjourned to another place, date or time,
written notice need not be given of the adjourned meeting if the place, date,
and time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty (30) days after the date for which the meeting was originally
noticed, or if a new record date is fixed for the adjourned meeting, written
notice of the place, date, and time of the adjourned meeting shall be given
in conformity herewith. At any adjourned meeting, any business may be
transacted which might have been transacted at the original meeting.
SECTION 1.04. QUORUM
At any meeting of the shareholders, the holders of a majority
of all of the shares of the stock entitled to vote at the meeting, present in
person or represented by proxy, shall constitute
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a quorum for all purposes, unless or except to the extent that the presence of a
larger number may be required by law or by the Certificate of Incorporation.
If a quorum shall fail to attend any meeting, the chairman of
the meeting or the holders of a majority of the shares of the stock entitled
to vote who are present, in person or represented by proxy, may adjourn the
meeting to another place, date, or time.
SECTION 1.05. ORGANIZATION
Such person as the Board of Directors may have designated or,
in the absence of such a person, the highest ranking officer of the
corporation who is present shall call to order any meeting of the
shareholders and act as chairman of the meeting. In the absence of the
Secretary of the corporation, the secretary of the meeting shall be such
person as the chairman appoints.
SECTION 1.06. CONDUCT OF BUSINESS
The chairman of any meeting of shareholders shall determine the
order of business and the procedure at the meeting, including such regulation
of the manner of voting and the conduct of discussion as seem to him in order.
SECTION 1.07. PROXIES AND VOTING
At any meeting of the shareholders, every shareholder entitled
to vote may vote in person or by proxy authorized by an instrument in writing
filed in accordance with the procedure established for the meeting.
Each shareholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the
meeting, except as otherwise provided herein or required by law or by the
Certificate of Incorporation.
All voting, except where otherwise required by law or by the
Certificate of Incorporation, may be by a voice vote; provided, however, that
upon demand therefor by a shareholder entitled to vote or his proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of
which shall state the name of the shareholder or proxy voting and such other
information as may be required under the procedure established for the
meeting. Every vote taken by ballots shall be counted by an inspector or
inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes
cast, and except as otherwise required by law or by the Certificate of
Incorporation, all other matters shall be determined by a majority of the
votes cast.
Notwithstanding the provisions of this Section 1.07, any action
required or which may be taken at any annual or special meeting of the
shareholders may be taken without a meeting,
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without prior notice or a vote, if a consent or consents in writing, setting
forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted and shall be delivered to the
corporation by delivery to its registered office in this state, its principal
place of business, or an officer or agent of the corporation having custody
of the book in which proceedings of meetings of shareholders are recorded.
Delivery made to a corporation's registered office shall be by hand or by
certified or registered mail, return receipt requested. Such written consent
or consents shall be filed with the minutes of the proceedings of the
shareholders. Prompt notice of the taking of corporate action without a
meeting by less than unanimous written consent shall be given to those
shareholders who have not consented in writing.
Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective
to take the corporate action referred to therein unless, within sixty (60)
days of the earliest dated consent delivered in the manner required by this
section to the corporation, written consents signed by a sufficient number of
holders to take action are delivered to the corporation by delivery to its
registered office in this state, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
SECTION 1.08. STOCK LIST
The officer who has charge of the stock ledger of the
corporation shall prepare a complete list of shareholders entitled to vote at
any meeting of shareholders, arranged in alphabetical order for each class of
stock and showing the address of each such shareholder and the number of
shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours for a period of at least ten (10) days prior
to the meeting, either at a place within the city where the meeting is to be
held, which place shall be specified in the notice of the meeting, or if not
so specified, at the place where the meeting is to be held.
The stock list shall also be kept at the place of the meeting
during the whole time thereof and shall be open to examination by any
shareholder who is present. The stock ledger shall be the only evidence as to
the identity of the shareholders entitled to examine the stock list and to
vote in person or by proxy at the meeting.
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ARTICLE II - BOARD OF DIRECTORS
SECTION 2.01. NUMBER AND TERM OF OFFICE
The number of directors who shall constitute the whole board
shall be such number as fixed from time to time by the Board of Directors,
except that the number of directors constituting the initial Board of
Directors shall be equal to the number of directors named in the Certificate
of Incorporation or elected by the incorporators, as the case may be. Each
director shall serve until his successor is elected and qualified or until
his earlier resignation or removal.
Whenever the authorized number of directors is increased
between annual meetings of the shareholders, a majority of the directors then
in office shall have the power to elect such new directors for the balance of
a term and until their successors are elected and qualified. Any decrease in
the authorized number of directors shall not become effective until the
expiration of the term of the directors then in office unless, at the time of
such decrease, there shall be vacancies on the board which are being
eliminated by the decrease.
SECTION 2.02. VACANCIES
If the office of any director becomes vacant by reason of
death, resignation, disqualification, removal or other cause, a majority of
the directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
SECTION 2.03. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at
such place or places, on such date or dates, and at such time or times as
shall have been established by the Board of Directors and publicized among
all directors. A notice of each regular meeting shall not be required.
SECTION 2.04. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by
one-third (1/3) of the directors then in office or by the chief executive
officer and shall be held at such place, on such date, and at such time as
they or he shall fix. Notice of the place, date, and time of each such
special meeting shall be given each director by whom it is not waived in one
or more of the following ways: (i) by mailing written notice not less than
three (3) days before the meeting, or (ii) by personally delivering the same
not less than eighteen (18) hours before the meeting; or (iii) by
telegraphing, transmitting by facsimile or telephoning the same in a manner
reasonably designed to reach the director not less than eighteen (18) hours
before the meeting. Unless otherwise indicated in the notice thereof, any and
all business may be transacted at a special meeting.
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SECTION 2.05. QUORUM
At any meeting of the Board of Directors, a majority of the
total directors then in office, but not less than one-third (1/3) of the
total number of directors constituting the whole board, shall constitute a
quorum for all purposes. If a quorum shall fail to attend any meeting, a
majority of the directors present may adjourn the meeting to another place,
date, or time, without further notice or waiver thereof.
SECTION 2.06. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
Members of the Board of Directors, or of any committee thereof,
may participate in a meeting of such board or committee by means of
conference telephone or similar communications equipment that enables all
persons participating in the meeting to hear each other. Such participation
shall constitute presence in person at such meeting.
SECTION 2.07. WRITTEN CONSENTS
Action may be taken by the Board of Directors without a meeting
if all members thereof consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board of Directors.
SECTION 2.08. CONDUCT OF BUSINESS
At any meeting of the Board of Directors at which a quorum of
the directors is present, business shall be transacted in such order and
manner as the board may from time to time determine, and all matters shall be
determined by the vote of a majority of the directors present, except as
otherwise provided herein or required by law or by the Certificate of
Incorporation.
SECTION 2.09. POWERS
The Board of Directors may, except as otherwise required by law
or by the Certificate of Incorporation, exercise all such powers and do all
such acts and things as may be exercised or done by the corporation,
including, without limiting the generality of the foregoing, the unqualified
power:
(1) To declare dividends from time to time in accordance with
law;
(2) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind,
negotiable or non-negotiable, secured or unsecured, and to do all
things necessary in connection therewith;
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(4) To remove any officer of the corporation with or without
cause, and from time to time to devolve the powers and duties of any
officer upon any other person for the time being;
(5) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers and
agents of the corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement, and
other benefit plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not inconsistent
with these bylaws, for the management of the corporation's business and
affairs.
SECTION 2.10. COMPENSATION OF DIRECTORS
Directors, as such, may receive, pursuant to resolution of the
Board of Directors, fixed fees and other compensation for their services as
directors, including, without limitation, their services as members of
committees of the directors.
ARTICLE III - COMMITTEES
SECTION 3.01. EXECUTIVE COMMITTEE
The Board of Directors, by a vote of a majority of the whole
board, may designate an Executive Committee to serve at the pleasure of the
board and shall elect a director or directors to serve as the member or
members of the Executive Committee, designating, if it desires, other
directors as alternative members who may replace any absent or disqualified
member at any meeting of the Executive Committee. The Executive Committee,
except to the extent as it may be restricted from time to time by the vote of
a majority of the total number of directors, may exercise all the powers and
authority 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 subject to the limitations set
forth on Section 3.03. Unless expressly restricted by resolution of the Board
of Directors, the Executive Committee shall have the power and authority to
declare a dividend, to authorize the issuance of stock and to adopt a
certificate of ownership and merger. In the absence or disqualification of
any member of the Executive Committee, and any alternate member in his place,
the member or members of the Executive Committee present at the meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may by
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unanimous vote appoint another member of the Board of Directors to act
at the meeting in the place of the absent or disqualified member.
SECTION 3.02. OTHER COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors, by a vote of a majority of the whole
board, may from time to time designate other committees of the board, with
such lawfully delegable powers and duties as it thereby confers, to serve at
the pleasure of the board and shall, for those committees, elect a director
or directors to serve as the member or members, designating, if it desires,
other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
the extent the resolution designating the committee or a supplemental
resolution of the Board of Directors shall so provide subject to the
limitation set forth in Section 3.03. In the absence or disqualification of
any member of any committee and any alternate member in his place, the member
or members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.
SECTION 3.03. LIMITATIONS ON POWER AND AUTHORITY OF COMMITTEES
No committee of the Board of Directors shall have any power or
authority in reference to amending the certificate of incorporation of the
corporation (except that the Executive Committee, to the extent authorized in
the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors, may fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any other class or
classes or any other series of the same or any other class or classes of
stock of the corporation or fix the number of the shares in any series of
stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
property and assets of the corporation, recommending to the shareholders a
dissolution of the corporation or a revocation of a dissolution, or amending
the bylaws of the corporation.
SECTION 3.04. CONDUCT OF BUSINESS
Each committee may determine the procedural rules for meeting
and conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be
made for notice to members of all meetings; one-third (1/3) of the total
committee members shall constitute a quorum unless the committee shall
consist of one or two members, in which event one member shall constitute a
quorum; and all matters shall be determined by a majority vote of the members
present. Minutes of each committee meeting shall be prepared, approved by the
chairman of the meeting and filed with the Secretary of the corporation.
Action may
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be taken by any committee without a meeting if all members thereof consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of such committee.
ARTICLE IV - OFFICERS
SECTION 4.01. GENERALLY
The officers of the corporation shall consist of a President
and a Secretary and such other senior or subordinate officers as may from
time to time be elected by the Board of Directors. The Board of Directors may
also elect from its number a Chairman and Vice Chairman of the Board of the
corporation. Officers shall be elected by the Board of Directors, which shall
consider that subject at its first meeting after every annual meeting of
shareholders. Each officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. Any number
of offices may be held by the same person.
SECTION 4.02. CHAIRMAN OF THE BOARD
The Chairman of the Board, if any, shall, if present, preside
at all meetings of the Board of Directors and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board of
Directors. He shall be the senior officer of the corporation and shall be
responsible for overall planning and policy.
SECTION 4.03. VICE CHAIRMAN OF THE BOARD
The Vice Chairman of the Board shall perform such duties as the
Board of Directors shall prescribe. In the absence or disability of the
Chairman of the Board, the Vice Chairman shall perform the duties and
exercise the powers of the Chairman of the Board.
SECTION 4.04. PRESIDENT
The President shall be the chief executive officer of the
corporation. Subject to the provisions of these bylaws and to the direction
of the Board of Directors, he shall have the responsibility for the general
management and control of the affairs and business of the corporation and
shall perform all duties and have all powers which are commonly incident to
the office of chief executive or which are delegated to him by the Board of
Directors. He shall have power to sign all stock certificates, contracts and
other instruments of the corporation which are authorized. He shall have
general supervision and direction of all of the other officers and agents of
the corporation.
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SECTION 4.05. VICE PRESIDENTS
Each Vice President shall perform such duties as the Board of
Directors shall prescribe. In the absence or disability of the President, the
Vice President with the highest ranking shall perform the duties and exercise
the powers of the President.
SECTION 4.06. SECRETARY
The Secretary shall issue all authorized notices for, and
shall keep minutes of, all meetings of the shareholders and the Board of
Directors. He shall have charge of the corporate records.
SECTION 4.07. TREASURER
The Treasurer, if any, shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He
shall make such disbursements of the funds of the corporation as are proper
and shall render from time to time an account of all such transactions and of
the financial condition of the corporation.
SECTION 4.08. DELEGATION OF AUTHORITY
The Board of Directors may from time to time delegate the
powers or duties of any officer to any other officers or agents,
notwithstanding any provision hereof.
SECTION 4.09. REMOVAL
Any officer of the corporation may be removed at any time, with
or without cause, by the Board of Directors.
SECTION 4.10. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the Board of Directors, the
President shall have power to vote and otherwise act on behalf of the
corporation, in person or by proxy, at any meeting of shareholders of or with
respect to any action of shareholders of any other corporation in which this
corporation may hold securities and otherwise to exercise any and all rights
and powers which this corporation may possess by reason of its ownership of
securities in such other corporation.
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ARTICLE V - STOCK
SECTION 5.01. CERTIFICATES OF STOCK
Each shareholder shall be entitled to a certificate signed by,
or in the name of, the corporation by the Chairman or the Vice Chairman of
the Board, or the President or a Vice President, and by the Secretary or an
Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying
and representing the number of shares owned by him. Any of or all the
signatures on the certificate may be facsimile.
SECTION 5.02. TRANSFERS OF STOCK
Transfers of stock shall be made only upon the transfer books
of the corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 5.04 of these bylaws, an
outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
SECTION 5.03. RECORD DATE
The Board of Directors may fix a record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date
of such meeting. If no record date is fixed by the Board of Directors, the
record date for determining shareholders entitled to notice of or to vote at
a meeting of shareholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of shareholders of record entitled to notice of or to
vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
In order that the corporation may determine the shareholders
entitled to consent to corporate action in writing without a meeting, the
Board of Directors may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by the
Board of Directors, and which date shall not be more than ten (10) days after
the date upon which the resolution fixing the record date is adopted by the
Board of Directors. If no record date has been fixed by the Board of
Directors, the record date for determining shareholders entitled to consent
to corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by the Oklahoma General Corporation Act, shall
be the first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the corporation by delivery to
its registered office in this state, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are
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recorded. Delivery made to a corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record
date has been fixed by the Board of Directors and prior action by the Board
of Directors is required by the Oklahoma General Corporation Act, the record
date for determining shareholders entitled to consent to corporate action in
writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
In order that the corporation may determine the shareholders
entitled to receive payment of any dividend or other distribution or
allotment of any rights or the shareholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose
of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than
sixty (60) days prior to such action. If no record date is fixed, the record
date for determining shareholders for any such purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto.
SECTION 5.04. LOST, STOLEN OR DESTROYED CERTIFICATES
In the event of the loss, theft or destruction of any
certificate of stock, another may be issued in its place pursuant to such
regulations as the Board of Directors may establish concerning proof of such
loss, theft or destruction and concerning the giving of a satisfactory bond
or bonds of indemnity.
SECTION 5.05. REGULATIONS
The issue, transfer, conversion and registration of
certificates of stock shall be governed by such other regulations as the
Board of Directors may establish.
ARTICLE VI - NOTICES
SECTION 6.01. NOTICES
Except as otherwise permitted herein, whenever notice is
required to be given to any shareholder, director, officer, or agent, such
requirement shall not be construed to mean personal notice. Such notice may
in every instance be effectively given by depositing a writing in a post
office or letter box, first class postage prepaid, or by dispatching a
prepaid telegram, addressed to such shareholder, director, officer, or agent
at his or her address as the same appears on the books of the corporation.
The time when such notice is deposited or dispatched shall be the time of the
giving of the notice.
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SECTION 6.02. WAIVERS
A written waiver of any notice, signed by a shareholder,
director, officer, or agent, whether before or after the time of the event
for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such shareholder, director, officer, or agent.
Neither the business nor the purpose of any meeting need be specified in such
a waiver.
ARTICLE VII - MISCELLANEOUS
SECTION 7.01. FACSIMILE SIGNATURES
In addition to the provisions for the use of facsimile
signatures elsewhere specifically authorized in these bylaws, facsimile
signatures of any officer or officers of the corporation may be used whenever
and as authorized by the Board of Directors or a committee thereof.
SECTION 7.02. CORPORATE SEAL
The Board of Directors may provide a suitable seal, containing
the name of the corporation and the word "Oklahoma", which seal shall be
placed in the custody of the Secretary. If and when so directed by the Board
of Directors or a committee thereof, duplicates of the seal may be kept and
used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
SECTION 7.03. RELIANCE UPON BOOKS, REPORTS AND RECORDS
A member of the Board of Directors or a member of any committee
designated by the Board of Directors, in the performance of his duties, shall
be fully protected in relying in good faith upon the records of the
corporation and upon such information, opinions, reports or statements
presented to the corporation by any of the corporation's officers or
employees, or committees of the Board of Directors, or by any other person as
to matters the member reasonably believes are within such officer's,
employee's, committee's or other person's competence and who have been
selected with reasonable care by or on behalf of the corporation.
SECTION 7.04. FISCAL YEAR
The fiscal year of the corporation shall be as fixed by the
Board of Directors.
SECTION 7.05. TIME PERIODS
In applying any provision of these bylaws which require that an
act be done or not done a specified number of days prior to an event or that
an act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall be
excluded and the day of the event shall be included.
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ARTICLE VIII - AMENDMENTS
These bylaws may be amended or repealed by the Board of
Directors at any meeting or by the shareholders at any meeting.
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CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary of GMX
Resources Inc., an Oklahoma corporation;
2. That the foregoing bylaws comprising thirteen (13) pages
constitute the bylaws of said corporation as duly adopted by Unanimous Written
Consent of Board of Directors effective January 23, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name and
affixed the seal of said corporation this 23rd day of January, 1998.
/s/ Ken L. Kenworthy, Sr.
---------------------------------
Ken L. Kenworthy, Sr., Secretary
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