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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): March 23, 1999
(March 22, 1999)
GREY WOLF, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 1-8226 74-2144774
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
10370 RICHMOND AVENUE, SUITE 600
HOUSTON, TEXAS 77042-4136
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
(713) 435-6100
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(NOT APPLICABLE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
On March 22, 1999, the Board of Directors of Grey Wolf, Inc. (the
"Company") unanimously amended and restated the Company's Bylaws to, among
other things, decrease the size of the Board of Directors from eight to seven
and classify the Board of Directors into three classes.
In addition to the foregoing, the Bylaws were amended and restated to:
(a) provide that the Board of Directors may be increased or
decreased from time to time by resolution of the board of
directors, and add specific procedures regarding a
shareholder's nomination of a director(s). These procedural
requirements include, among others:
(i) in the case of annual meeting of shareholders, that
a shareholder's nomination notice be delivered or
mailed and received at the principal executive
offices of the Company no less than 60 nor more than
120 days prior to the anniversary date of the
mailing to shareholders of the notice of the meeting
for the immediately proceeding annual meeting
(unless the date of the annual meeting is changed by
more than 30 days from the anniversary date of the
immediately preceding annual meeting);
(ii) in the case of a special meeting of shareholders,
that a shareholder's nomination notice be delivered
or mailed and received at the principal executive
offices of the Company no less than 50 nor more than
120 days prior to the date of such meeting; and
(iii) that the shareholders nomination notice contain
certain information with respect to the nomination.
(b) add additional provisions regarding the classification of the
board of directors. The board of directors shall be divided
into three classes;
(i) the directors elected to the first will hold office
for a term expiring at the annual meeting in the
year 2000;
(ii) the directors elected to the second class will hold
office for a term expiring at the annual meeting in
the year 2001; and
(iii) the directors elected to the third class will hold
office for a term expiring at the annual meeting in
the year 2002.
At each annual meeting of shareholders, the respective
successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at
the third succeeding annual meeting.
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(c) modify the provisions governing removal of a director to
require that directors can only be removed for cause and then
only by the affirmative vote of 662/3 per cent of the voting
power of all outstanding shares of the Company entitled to
vote at an election of directors, voting together as a single
class.
(d) add specific procedures for shareholders to bring business
before an annual meeting of the shareholders. These
procedural requirements include, among others:
(i) that a shareholder's notice be delivered or mailed
and received at the principal executive offices of
the Company no less than 60 nor more than 120 days
prior to the anniversary date of the mailing to
shareholders of the notice of the meeting for the
immediately proceeding annual meeting (unless the
date of the annual meeting is changed by more than
30 days from the anniversary date of the immediately
preceding annual meeting); and
(ii) that the shareholder's notice contain certain
information as to each matter that the shareholder
proposes to bring before the annual meeting.
(e) modify the time period for notice of the shareholders'
meeting from not less than 10 nor more than 50 days before
the shareholders' meeting to not less than 10 nor more than
60 days before the date of the shareholders' meeting.
(f) expand the list of designated persons who have the power call
a special meeting of the shareholders to include the vice
chairman of the board, the chief executive officer and the
president of the Company.
(g) add additional provisions relating to the conduct of
shareholders meetings. These include provisions relating to:
(i) disorder during a meeting;
(ii) order of business and whether such business was
properly brought before the meeting;
(iii) time limits on remarks or questions by shareholders;
and
(iv) inspectors of election.
(h) expand the list of designated persons who have the power call
a special meeting of the board of directors to include the
chairman of the board, the vice chairman of the board and the
chief executive officer of the Company.
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(i) expand the list of committees that may be established by the
board of directors to include audit, compensation and
nominating committees (in addition to the executive
committee) and provide for the powers and duties of those
committees.
(k) expand the list of executive officers to include the vice
chairman of the board.
(l) expand the provisions governing the indemnification of
officers, directors, employees and agents of the Company
(including advance payment, appearance as a witness,
insurance, shareholder notification, etc.).
(m) require a directors' annual statement.
(n) modify the provision governing the amendment of the bylaws to
allow the articles of incorporation to provide that the
bylaws may be altered, amended or repealed, or new bylaws may
be adopted only by the board of directors and not the
shareholders of the Company.
The Amended and Restated Bylaws are filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(C) EXHIBITS
Exhibit 99.1 Grey Wolf, Inc. - Amended and Restated Bylaws
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 23, 1999
GREY WOLF, INC.
/s/ DAVID W. WEHLMANN
----------------------------------------
David W. Wehlmann,
Senior Vice President, Chief Financial
Officer and
Secretary
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INDEX OF EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
Exhibit 99.1 Grey Wolf, Inc.- Amended and Restated Bylaws
</TABLE>
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EXHIBIT 99.1
AMENDED AND RESTATED
BYLAWS
OF
GREY WOLF, INC.
ARTICLE 1
OFFICES
Section 1.1 Principal Office. The principal office of Grey Wolf, Inc.
(the "Company") will be in Houston, Texas. The Board of Directors of the
Company (the "Board of Directors") may elect to relocate the principal office
of the Company from time to time as it shall deem necessary and proper.
Section 1.2 Other Offices. The Company may also have offices at such
other places as the Board of Directors may from time to time determine or the
business of the Company may require.
ARTICLE 2
MEETINGS OF SHAREHOLDERS
Section 2.1 Place of Meetings. All meetings of the shareholders shall
be held at such place as may be determined by the Board of Directors or, if
such determination is not made by the Board of Directors, at the principal
executive office of the Company. The place at which a meeting of shareholders
will be held shall be stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2.2 Annual Meetings. An annual meeting of shareholders shall
be held for the election of directors at such date, time and place as may be
designated by resolution of the Board of Directors from time to time.
Section 2.3 Business at Annual Meetings.
(a) Only such business shall be conducted as shall have been properly
brought before the annual meeting of shareholders. To be properly brought
before an annual meeting, business must be (i) specified in the notice of
meeting given by or at the direction of the Board of Directors, (ii) otherwise
properly brought before the meeting by or at the direction of the Board of
Directors, or (iii) otherwise properly brought before the meeting by a
shareholder of the Company entitled to vote at the annual meeting.
(b) For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Company, no less than 60 days nor more than 120 days prior to the
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anniversary date of the mailing to shareholders of the notice of meeting for
the immediately preceding annual meeting; provided, however, that in the event
that the date of the annual meeting is changed by more than 30 days from the
anniversary date of the immediately preceding annual meeting, notice by the
shareholder to be timely must be delivered to or mailed and received at the
principal executive offices of the Company not later than the close of business
on the 10th day following the earlier of the date on which a written statement
setting forth the date of such meeting was mailed to shareholders or the date
on which it is first disclosed to the public. A shareholder's notice to the
Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting: (i) a brief description of the business desired to
be brought before the annual meeting, (ii) the name and address, as they appear
on the Company's books, of the shareholder proposing such proposal, (iii) the
class and number of shares of the Company that are beneficially owned by the
shareholder, and (iv) any material interest of the shareholder in such
business. In addition, if the shareholder's ownership of shares of the Company,
as set forth in the notice, is solely beneficial, documentary evidence of such
ownership must accompany the notice.
Section 2.4 Notice of Shareholder's Meeting. Written or printed notice
stating the place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than 10 nor more than 60 days before the date of the
meeting, either personally or by mail, by or at the direction of the president,
the secretary, or the officer or person calling the meeting, to each
shareholder entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his address as it appears on the share transfer records of
the Company, with postage thereon prepaid.
Section 2.5 Special Meeting. Except as otherwise required by law or
the Articles of Incorporation, special meetings of the shareholders may be
called only by the Chairman of the Board of Directors (the "Chairman of the
Board"), the Vice Chairman of the Board of Directors (the "Vice Chairman of the
Board"), the Chief Executive Officer, the President, the Board of Directors by
the written order of a majority of the entire Board of Directors.
Section 2.6 Business at Special Meeting. Business transacted at all
special meetings shall be confined to the purpose or purposes stated in the
notice to shareholders of the special meeting.
Section 2.7 Presiding Officer and Conduct of Meetings. The Chairman of
the Board, if there is one, or in his absence, the Vice Chairman of the Board,
if there is one, or in his absence, the Chief Executive Officer, if there is
one, or in his absence, the President shall preside at all meetings of the
shareholders or, if such officers are not present at a meeting, by such other
person as the Board of Directors shall designate or if no such person is
designated by the Board of Directors, the most senior officer of the Company
present at the meeting. The Secretary of the Company, if present, shall act as
secretary of each meeting of shareholders; if he is not present at a meeting,
then such person as may be designated by the presiding officer shall act as
secretary of the meeting. Meetings of shareholders shall follow reasonable and
fair procedure. Subject to the foregoing, the conduct of any meeting of
shareholders and the determination of procedure and rules shall be within the
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absolute discretion of the officer presiding at such meeting (such person being
referred to as the "Chairman of the Meeting"), and there shall be no appeal
from any ruling of the Chairman of the Meeting with respect to procedure or
rules. Accordingly, in any meeting of shareholders or part thereof, the
Chairman of the Meeting shall have the sole power to determine appropriate
rules or to dispense with theretofore prevailing rules. Without limiting the
foregoing, the following rules shall apply:
(a) If disorder should arise which prevents continuation of the
legitimate business of meeting, the Chairman of the Meeting may announce the
adjournment of the meeting and, upon so doing, the meeting shall be immediately
adjourned.
(b) The Chairman of the Meeting may require that anyone not a bona
fide shareholder or proxy leave the meeting.
(c) A resolution or motion proposed by a shareholder shall only be
considered for vote of the shareholders if it meets the criteria of Section 2.3
or Section 2.6, as the case may be.
(d) The order of business at all meetings of shareholders and whether
such business was properly brought before the meeting of shareholders shall be
determined by the Chairman of the Meeting.
(e) The Chairman of the Meeting may impose any reasonable limits with
respect to participation in the meeting by shareholders, including, but not
limited to, limits on the amount of time taken up by the remarks or questions
of any shareholder, limits on the number of questions per shareholder and
limits as to the subject matter and timing of questions and remarks by
shareholders.
(f) Before any meeting of shareholders, the Board of Directors may
appoint one or more persons other than nominees for director to act as
inspectors of election at the meeting or its adjournment. If no inspectors of
election are so appointed, the Chairman of the Meeting may, and on the request
of any shareholder or a shareholder's proxy shall, appoint inspectors of
election at the meeting of the shareholders and the number of such inspectors
shall be three. If any person appointed as inspector fails to appear or fails
or refuses to act, the Chairman of the Meeting may appoint a person to fill
such vacancy.
(g) The duties of the inspectors of election shall be to: (i)
determine the number of shares outstanding and the voting power of each, the
shares represented at the meeting, the existence of a quorum, and the
authenticity, validity and effect of proxies and ballots; (ii) receive votes or
ballots; (iii) hear and determine all challenges and questions in any way
arising in connection with the vote; (iv) count and tabulate all votes; (v)
report to the Board of Directors the results based on the information assembled
by the inspectors; and (vi) do any other acts that may be proper to conduct the
election or vote with fairness to all shareholders. Notwithstanding the
foregoing, the final certification of the results of the election or other
matter acted upon at a meeting of shareholders shall be made by the Board of
Directors.
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Section 2.8 Voting List. The officer or agent having charge of the
share transfer records for shares of the Company shall make, at least 10 days
before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of 10 days prior to such meeting, shall be kept on
file at the registered office or principal place of business of the Company and
shall be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting. The original share transfer records shall
be prima-facie evidence as to who are the shareholders entitled to examine such
list or transfer records or to vote at any meeting of shareholders.
Section 2.9 Quorum. The holders of at least one-half of the shares
entitled to vote thereat, represented in person or by proxy, shall constitute a
quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by law, the Articles of Incorporation or these
Bylaws. If, however, such quorum is not present or represented at any meeting
of the shareholders, the shareholders entitled to vote thereat, represented in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present or represented. At any such adjourned meeting at which a quorum is
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 2.10 Voting.
(a) Unless otherwise provided by law, the Articles of Incorporation or
these Bylaws, each shareholder will have one vote for each share of stock
having voting power, registered in his name on the books of the Company. When a
quorum is present at any meeting, the vote of the holders of a majority of the
shares having voting power represented in person or by proxy and voted for or
against or expressly abstained on any question will decide such question
brought before such meeting, unless the question is one upon which, by express
provision of law, the Articles of Incorporation or these Bylaws, a different
vote is required, in which case such express provision will govern and control
the decision of such question. In one such case, the Articles of Incorporation
provide that if, with respect to any action to be taken by the shareholders of
the Company, any provisions of the Texas Business Corporation Act (the "TBCA"),
would require the vote or concurrence of the holders of shares having more than
a majority of the votes entitled to be voted thereon, or of any class or series
thereof, the vote or concurrence of the holders of shares having only a
majority of the votes entitled to be cast thereon, or of any class or series
thereof, shall be required with respect to such action.
(b) In the case of a matter submitted for a vote of the shareholders
as to which a shareholder approval requirement is applicable under (i) the
shareholder approval policy of any stock exchange or quotation system on which
the capital stock of the Company is traded or quoted, (ii) the
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requirements under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or (iii) any provisions of the Internal Revenue Code, in each
case for which no higher voting requirement is specified by the TBCA, the
Articles of Incorporation or these Bylaws, the vote required for approval shall
be the requisite vote specified in such (i) shareholder approval policy, (ii)
the Exchange Act or (iii) Internal Revenue Code provision, as the case may be
(or the highest such requirement if more than one is applicable).
Section 2.11 Proxies. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote either in person
or by proxy executed in writing by such shareholder. No proxy shall be valid
after 11 months from the date of its execution unless otherwise provided in the
proxy. Each proxy shall be revocable unless the proxy form conspicuously states
that the proxy is irrevocable and the proxy is coupled with an interest.
ARTICLE 3
BOARD OF DIRECTORS
Section 3.1 Powers. The powers of the Company shall be exercised by or
under the authority of, and the business and affairs of the Company shall be
managed under the direction of the Board of Directors. The Board of Directors
may exercise all such powers of the Company and do all such lawful acts and
things as are not by law, by the Articles of Incorporation or these Bylaws
directed or required to be exercised or done by the shareholders.
Section 3.2 Number of Directors. The number of directors which
constitute the whole Board of Directors shall be fixed at seven and may be
increased or decreased from time to time by resolution of the Board of
Directors; provided, however, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director. None of the
directors need be shareholders of the Company or residents of the State of
Texas.
Section 3.3 Nomination of Directors.
(a) Only persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as directors. Nominations
of persons for election to the Board of Directors of the Company may be made at
a meeting of shareholders (i) by or at the direction of the Board of Directors,
(ii) by or at the direction of a committee of the Board of Directors to which
the Board of Directors has delegated the authority to make such nominations, or
(iii) by any shareholder of the Company who is a shareholder of record at the
time of giving of notice provided for in this Section 3.3, who shall be
entitled to vote for the election of directors at the meeting and who complies
with the notice procedures set forth in this Section 3.3
(b) Nominations by shareholders shall be made pursuant to timely
notice in writing to the Secretary of the Company. In the case of an annual
meeting, to be timely, a shareholder's nomination notice shall be delivered to
or mailed and received at the principal executive offices of the Company not
less than 60 days nor more than 120 days prior to the anniversary date of the
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mailing to shareholders of the notice of meeting for the immediately preceding
annual meeting; provided, however, that in the event that the date of the
annual meeting is changed by more than 30 days from the anniversary date of the
immediately preceding annual meeting, notice by the shareholder to be timely
must be delivered to or mailed and received at the principal executive offices
of the Company no later than the close of business on the 10th day following
the earlier of the date on which a written statement setting forth the date of
such meeting was mailed to shareholders or the date on which it is first
disclosed to the public. In the case of a special meeting at which directors
are to be elected, to be timely, a shareholder's nomination notice must be
delivered to or mailed and received at the principal executive offices of the
Company not less than 50 days nor more than 120 days prior to the date of such
meeting.
(c) A shareholder's nomination notice for any meeting shall set forth:
(i) as to each person whom the shareholder proposes to nominate
for election or reelection as a director, (a) the name, age, business
address and residence address of the proposed nominee, (b) the
principal occupation or employment of the proposed nominee, (c) the
class and number of shares of capital stock of the Company which are
beneficially owned by the proposed nominee, (d) a description of all
arrangements or understandings between the shareholder and each
proposed nominee and any other person (naming such person or persons)
pursuant to which the nomination or nominations are to be made by the
shareholder including any plans or proposals pertaining to the
Company, its business or management, (e) all other information
relating to such proposed nominee that is required to be disclosed in
solicitations of proxies for election of directors pursuant to
Regulation 14A under the Exchange Act, and (f) the written consent of
the proposed nominee to serve as a director of the Company if so
elected;
(ii) as to the shareholder giving the notice (a) the name and
address, as they appear on the Company's books, of such shareholder,
(b) a representation that the shareholder is a holder of record of
shares of the Company's capital stock entitled to vote at such meeting
and intends to appear in person or by proxy at the meeting to nominate
the proposed nominee or nominees specified in the notice and (c) the
class and number of shares of the Company which are beneficially owned
by such shareholder and also which are owned of record by such
shareholder; and
(iii) as to the beneficial owner, if any, on whose behalf the
nomination is made, (a) the name and address of such person and (b)
the class and number of shares of the Company which are beneficially
owned by such person.
(d) The Company may require any proposed nominee to furnish such other
information as may reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of the Company.
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(e) No person shall be eligible to serve as a director of the Company
unless nominated in accordance with the procedures set forth in this Section
3.3. The Chairman of the Meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
procedures prescribed by this Section 3.3 and he shall so declare to the
meeting, and the defective nomination shall be disregarded. Notwithstanding the
foregoing provisions of this Section 3.3, a shareholder shall also comply with
all applicable requirements of the Exchange Act and the rules and regulations
thereunder with respect to the matters set forth in this Section 3.3.
Section 3.4 Classification of Directors; Election and Term.
(a) The Board of Directors (exclusive of directors to be elected by
the holders of any one or more classes or series of preferred stock of the
Company or any other class or series of stock of the Company other than the
common stock, which may at some time be outstanding, voting separately as a
class or classes) shall be divided into three classes, as nearly equal in
number as possible as determined by the board of directors, with the term of
office of one class expiring each year.
(b) At the annual meeting of shareholders in 1999, two directors of
the first class shall be elected to hold office for a term expiring at the next
succeeding annual meeting in the year 2000, three directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting in the year 2001 and three directors of the third class shall be
elected to hold office for a term expiring at the third succeeding annual
meeting in the year 2002. At each annual meeting of shareholders, the
respective successors to the class of directors whose term shall then expire
shall be elected to hold office for a term expiring at the third succeeding
annual meeting. Any increase in the number of directors elected by holders of
common stock shall be apportioned among the classes of directors so as to make
each class as nearly equal in number as is practicable.
(c) No shareholder shall have the right to cumulative voting in the
election of directors, but each share shall be entitled to one vote in the
election of such director. In the case of a contested election for any
directorship, the candidate for such position receiving a plurality of the
votes cast in such election shall be elected to such position. Each director
elected shall hold office for the term for which he is elected and until his
successor is elected and qualified or until his earlier death, resignation,
disqualification or removal from office.
Section 3.5 Vacancies. If any vacancy occurs in the Board of Directors
caused by death, resignation, retirement, disqualification, or removal from
office of any director, or otherwise, or if any new directorship is created by
an increase in the authorized number of directors, a majority of the directors
then in office, though less than a quorum, or a sole remaining director, may
choose a successor or fill the newly created directorship; and a director so
chosen shall hold office until his term expires and until his successor shall be
duly elected and shall qualify, unless sooner displaced. Notwithstanding the
foregoing, and except as otherwise required by law, whenever the holders of any
one or more classes or series of preferred stock of the Company or any other
class or series of stock of the Company other than the common stock, which may
at some time be outstanding, shall
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have the right, voting separately as a class or classes, to elect one or more
directors of the Company, the provisions of this Section 3.5 shall not apply
with respect to the director or directors elected by such holders of preferred
stock or other stock.
Section 3.6 Resignation; Removal.
(a) Any director may resign at any time. Unless otherwise prescribed
by law or the Articles of Incorporation, a director may be removed from office
only for cause and then only by the affirmative vote of the holders of at least
662/3 per cent of the voting power of all outstanding shares of capital stock
of the Company generally entitled to vote in the election of directors, voting
together as a single class. Except as may otherwise be provided by law, cause
of removal of a director shall be deemed to exist only if: (i) the director
whose removal is proposed has been convicted, or where a director is granted
immunity to testify where another has been convicted, of a felony by a court of
competent jurisdiction and such conviction is no longer subject to direct
appeal; (ii) such director has been found by the affirmative vote of a majority
of the entire Board of Directors at any regular or special meeting of the Board
of Directors called for that purpose or by a court of competent jurisdiction to
have been grossly negligent or guilty of willful misconduct in the performance
of his duties to the Company in a matter of substantial importance to the
Company which is materially detrimental to the Company; or (iii) such director
has been adjudicated by a court of competent jurisdiction to be mentally
incompetent.
(b) Notwithstanding the foregoing, and except as otherwise required by
law, whenever the holders of any one or more classes or series of preferred
stock of the Company or any other class or series of stock of the Company other
than the common stock, which may at some time be outstanding, shall have the
right, voting separately as a class or classes, to elect one or more directors
of the Company, the provisions of this Section 3.6 shall not apply with respect
to the director or directors elected by such holders of preferred stock or
other stock.
Section 3.7 Compensation. Directors, as such, shall receive such
compensation for their services and such reimbursement of expenses as shall be
determined by the Board of Directors.
Section 3.8 Duties of Director. In discharging the duties of director
under the TBCA or these Bylaws or otherwise, a director, in considering the
best interests of the Company, may consider the long-term as well as the
short-term interests of the Company and shareholders, including the possibility
that those interests may be best served by the continued independence of the
Company.
ARTICLE 4
MEETINGS OF THE BOARD
Section 4.1 Regular Meetings. Regular meetings of the Board of
Directors may be held at such time and place either within or without the State
of Texas and with such notice or without notice as is determined from time to
time by the Board of Directors.
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Section 4.2 Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the Vice Chairman of the
Board , the Chief Executive Officer or the President on one days notice to each
director, either personally or by mail or telegram. Special meetings will be
called by the Chairman of the Board, the Vice Chairman of the Board, the Chief
Executive Officer or the President in like manner and on like notice upon the
written request of a majority of the Board of Directors.
Section 4.3 Quorum and Voting. At all meetings of the Board of
Directors, a majority of the directors will be necessary and sufficient to
constitute a quorum for the transaction of business; and the act of a majority
of the directors present at any meeting at which there is a quorum will be the
act of the Board of Directors, except as may be otherwise specifically provided
by law, the Articles of Incorporation or these Bylaws. If a quorum is not
present at any meeting of directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
Section 4.4 Telephone Meetings. The Board of Directors may hold
meetings in any manner permitted by law. Without limitation, at any meeting of
the Board of Directors, a director may attend by telephone, radio, television,
interactive media or similar means of communication by means of which all
participants can hear each other which permits him to participate in the
meeting, and a director so attending will be deemed present at the meeting for
all purposes including the determination of whether a quorum is present.
Section 4.5 Action by Written Consent. Any action required or
permitted to be taken by the Board of Directors or any committee of the Board
of Directors under applicable statutory provisions, the Articles of
Incorporation, or these Bylaws, may be taken without a meeting if a consent in
writing, setting forth the action so taken, is signed by all the members of the
Board of Directors or such committee, as the case may be. Any such consent
shall be filed with the minutes of the meetings of the Board of Directors or
such committee, as the case may be.
ARTICLE 5
COMMITTEES
Section 5.1 Committees of Directors. The Board of Directors may
establish an Executive Committee, an Audit Committee, a Compensation Committee,
a Nominating Committee and such other committees as may be established by
resolution of a majority of the whole Board of Directors. Each of such
committees shall consist of two or more members of the Board of Directors
(except as otherwise provided by these Bylaws) and shall have a chairman that is
selected by the Board of Directors. If no selection of a chairman of a committee
is made by the Board of Directors, selection of a chairman of committee shall be
made by its members. Members of committees of the Board of Directors shall be
elected annually by vote of a majority of the Board of Directors. The Chief
Executive Officer shall be an ex-officio nonvoting member of each committee
(except the Audit and Compensation Committees) of which he is not an official
voting member. With respect to any committee (including the Audit and
Compensation Committees) of which the Chief Executive
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Officer is not an official voting member, the Chief Executive Officer shall be
given notice of all committee meetings at the same time notice is given to
committee members, and the Chief Executive Officer shall be afforded the
opportunity to speak at the committee meeting. Presence of a majority of the
committee members (not counting any ex-officio nonvoting members) shall
constitute a quorum. Committees may act by majority vote of the voting members
present at a meeting. Except as otherwise provided by these Bylaws, each of
such committees shall have and may exercise such of the powers of the Board of
Directors in the management of the business and affairs of the Company as may
be provided in these Bylaws or by resolution of the Board of Directors. Each of
such committees may authorize the seal of the Company to be affixed to any
document or instrument. The Board of Directors may designate one or more
directors as alternate members of any such committee, who may replace any
absent or disqualified member at any meeting of such committee. Meetings of
committees may be called by the chairman of the committee by written,
telegraphic or telephonic notice to all members of the committee and the Chief
Executive Officer and shall be at such time and place as shall be stated in the
notice of such meeting. Any member of a committee may participate in any
meeting by means of conference telephone or similar communications equipment.
In the absence or disqualification of a member of any committee the chairman of
such committee may, if deemed advisable, appoint another member of the Board of
Directors to act at the meeting in the place of the disqualified or absent
member. The chairman of the committee may fix such other rules and procedures
governing conduct of meetings as he shall deem appropriate.
Section 5.2 Executive Committee. The Board of Directors, by resolution
adopted by a majority of the whole Board of Directors, may designate two or
more directors to constitute an Executive Committee, which committee, to the
extent provided in such resolution and except as limited by these Bylaws, will
have and may exercise all of the authority of the Board of Directors in the
business and affairs of the Company, and may have power to authorize the seal
of the Company to be affixed to all papers which may require it, except where
action by the Board of Directors is specified by law. The Executive Committee
shall keep regular minutes of its proceedings and report the same to the Board
of Directors when required.
Section 5.3 Audit Committee. The Audit Committee shall consist of not
less than two members of the Board of Directors. The Audit Committee shall be
responsible for recommending to the entire Board of Directors engagement and
discharge of independent auditors of the financial statements of the Company,
shall review the professional services provided by the independent auditors,
shall review the independence of independent auditors, shall review with the
auditors the plan and results of the auditing engagement, shall consider the
range of audit and non-audit fees and shall review the adequacy of the
Company's system of internal financial and accounting controls. In addition,
the Audit Committee shall direct and supervise special investigations as deemed
necessary by the Audit Committee.
Section 5.4 Compensation Committee. The Compensation Committee shall
consist of not less than two members of the Board of Directors. The
Compensation Committee shall recommend to the Board of Directors the
compensation to be paid to officers and key employees of the Company
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and the compensation of the Board of Directors. Except as otherwise provided in
any specific plan adopted by the Board of Directors, the Compensation Committee
shall be responsible for administration of executive compensation plans, stock
option plans and other forms of direct or indirect compensation of officers and
key employees, and each member of the Compensation Committee shall have the
power and authority to execute and bind the Company to such documents,
agreements and instruments related to such plans and compensation as are
approved by the Compensation Committee. In the alternative, the Compensation
Committee may authorize any officer of the Company to execute such documents,
agreements and instruments on behalf of the Company.
Section 5.5 Nominating Committee. The Nominating Committee shall
consist of not less than two members of the Board of Directors. The Nominating
Committee, if one is established, shall recommend to the Board of Directors
nominees for election as directors. The Nominating Committee shall consider
performance of incumbent directors and shall recommend to the Board of
Directors whether an incumbent director whose term expires shall be nominated
for reelection.
Section 5.6 Other Committees. The Board of Directors may similarly
create other committees for such terms and with such powers and duties as the
Board of Directors deems appropriate except as provided to the contrary by law,
the Articles of Incorporation, or these Bylaws.
Section 5.7 Advisory Directors. The Board of Directors may, by
majority vote, appoint one or more advisory directors. Advisory directors shall
serve at the Board of Directors' convenience solely to advise the Board of
Directors, and shall have no formal responsibilities. No advisory director
shall be entitled to vote at meetings of the Board of Directors, nor shall any
advisory director be counted when determining whether there is a quorum at
meetings of the Board of Directors. Advisory directors shall not be, by virtue
of their position as advisory directors, agents of the Company, and they shall
not have the power to bind the Company.
ARTICLE 6
NOTICES
Section 6.1 Methods of Notice. Whenever any notice is required to be
given to any shareholder or director under the provisions of any law, the
Articles of Incorporation or these Bylaws, it will not be construed to require
personal notice, but such notice may be given in writing by mail addressed to
such shareholder or director at such address as appears on the books of the
Company, and such notice shall be deemed to be given at the time when the same
shall be deposited in the United States mail with postage thereon prepaid.
Notice to directors may also be given by telegram, by facsimile, by telephone
or in person, and notice given by such means shall be deemed given at the time
it is delivered.
Section 6.2 Waiver of Notice. Whenever any notice is required to be
given to any shareholder or director under the provisions of any law, the
Articles of Incorporation or these Bylaws, a waiver thereof in writing signed
by the person or persons entitled to said notice, whether
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before or after the time stated therein, will be deemed equivalent to the
giving of such notice. Attendance at any meeting will constitute a waiver of
notice thereof except as otherwise provided by law.
ARTICLE 7
OFFICERS
Section 7.1 Executive Officers. The officers of the Company shall
consist of a President, Vice President, Treasurer and Secretary, each of whom
shall be elected by the Board of Directors. The Board of Directors may also
elect additional officers and assistant officers including, without limitation,
a Chairman of the Board, a Vice Chairman of the Board, a Chief Executive
Officer, additional vice presidents, including one or more senior vice
presidents, and one or more assistant secretaries and assistant treasurers. Any
two or more offices may be held by the same person.
Section 7.2 Election and Qualification. The Board of Directors at its
first meeting after each annual meeting of shareholders shall elect the
President, one or more Vice Presidents, a Secretary and a Treasurer, none of
whom need be a member of the Board of Directors.
Section 7.3 Other Officers and Agents. The Board of Directors may
elect or appoint such other officers, assistant officers and agents as it deems
necessary, who will hold their offices for such terms and shall exercise such
powers and perform such duties as determined from time to time by the Board of
Directors.
Section 7.4 Salaries. The salaries of all officers of the Company will
be fixed by the Board of Directors except as otherwise directed by the Board of
Directors.
Section 7.5 Term, Removal and Vacancies. The officers of the Company
will hold office until their resignation or their successors are chosen and
qualify. Any officer, agent or member of the Executive Committee elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors with or without cause; provided, however, that such removal shall be
without prejudice to the contract rights, if any, of such removed party. If any
such office becomes vacant for any reason, the vacancy will be filled by the
Board of Directors.
Section 7.6 Chairman of the Board. The Chairman of the Board, if one
is elected, shall preside at meetings of the Board of Directors and
shareholders and shall have such other powers and duties as may from time to
time be prescribed by duly adopted resolutions of the Board of Directors.
Section 7.7 Vice Chairman of the Board. The Vice Chairman of the
Board, in the absence or disability of the Chairman of the Board, shall perform
the duties and exercise the powers of the Chairman of the Board and shall
perform such other duties as the Board of Directors may prescribe.
Section 7.8 Chief Executive Officer. The Chief Executive Officer, if
one is elected, shall preside at meetings of the Board of Directors and
shareholders if there is no Chairman of the Board
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or Vice Chairman of the Board. The Chief Executive Officer shall supervise and
have overall executive charge of the business, properties, administration and
operations of the Company with the powers of a general manager, including,
without limitation, the authority to initiate and defend litigation and
arbitration proceedings. The Chief Executive Officer shall see that all orders
and resolutions of the Board of Directors (and committees thereof) are carried
into effect. In general, he shall perform all duties as from time to time may
be assigned to him by the Board of Directors. He shall from time to time make
such reports of the affairs of the Company as the Board of Directors may
require.
Section 7.9 President. The President shall, subject to the Board of
Directors and to the authority of the Chief Executive Officer (if one is
elected), supervise and have overall executive charge of the business,
properties, administration and operations of the Company with the powers of a
general manager, including, without limitation, the authority to initiate and
defend litigation and arbitration proceedings. The President shall see that all
orders and resolutions of the Board of Directors (and committees thereof) are
carried into effect. In the absence or disability of the Chief Executive
Officer, the President shall perform the duties of the Chief Executive Officer.
The President shall have such other powers and duties as may from time to time
be prescribed by duly adopted resolution of the Board of Directors.
Section 7.10 Vice Presidents. The Vice Presidents in the order
determined by the Board of Directors will, in the absence or disability of the
President, perform the duties and exercise the powers of the President, and
will perform such other duties as the Board of Directors and President may
prescribe.
Section 7.11 Secretary. The Secretary will attend all meetings of the
Board of Directors and all meetings of the shareholders and record all votes
and the minutes of all proceedings in a book to be kept for that purpose and
will perform like duties for the standing committees when required. He will
give, or cause to be given, notice of all meetings of the shareholders and
special meetings of the Board of Directors, and will perform such other duties
as may be prescribed by the Board of Directors and President. He will keep in
safe custody the seal of the Company and, when authorized by the Board of
Directors, affix the same to any instrument requiring it, and when so affixed
it shall be attested by his signature or by the signature of an assistant
secretary.
Section 7.12 Assistant Secretaries. The assistant secretaries in the
order determined by the Board of Directors will perform, in the absence or
disability of the Secretary, the duties and exercise the powers of the
Secretary and will perform such other duties as the Board of Directors and
President may prescribe.
Section 7.13 Treasurer. The Treasurer will have the custody of the
corporate funds and securities and will keep full and accurate accounts of
receipts and disbursements in books belonging to the Company and will deposit
all monies and other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board of Directors. He
will disburse the funds of the Company as may be ordered by the Board of
Directors, taking proper
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vouchers for such disbursements, and will render to the Board of Directors and
President, whenever they may require it, an account of all of his transactions
as Treasurer and of the financial condition of the Company.
Section 7.14 Assistant Treasurers. The Assistant Treasurers in the
order determined by the Board of Directors, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and will
perform such other duties as the Board of Directors and President may
prescribe.
Section 7.15 Officer's Bond. If required by the Board of Directors,
any officer will give the Company a bond (to be renewed as the Board of
Directors may require) in such sum and with such surety or sureties as is
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the Company, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Company.
ARTICLE 8
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 8.1 Right to Indemnification. Subject to the limitations and
conditions as provided in this Article, each person who was or is made a party
or is threatened to be made a party to or is involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative (hereinafter a "proceeding"), or
any appeal in such a proceeding or any inquiry or investigation that could lead
to such a proceeding, by reason of the fact that he or she, or a person of whom
he or she is the legal representative, is or was a director or officer of the
Company or while a director or officer of the Company is or was serving at the
request of the Company as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan or other enterprise or entity shall be indemnified by the Company
to the fullest extent permitted by the TBCA, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Company to provide broader
indemnification rights than said law permitted the Company to provide prior to
such amendment) against judgments, penalties (including excise and similar
taxes and punitive damages), fines, settlements and reasonable expenses
(including, without limitation, attorneys' fees) actually incurred by such
person in connection with such proceeding. The indemnification rights under
this Article, including Advance Payment as provided in Section 8.2, shall
arise, and all rights granted hereunder shall vest, at the time of the
occurrence of the transaction or event to which such proceeding relates, or at
the time that the action or conduct to which such proceeding relates was first
taken or engaged in (or omitted to be taken or engaged in), regardless of when
such proceeding is first threatened, commenced or completed. The
indemnification rights under this Article shall continue as to a person who has
ceased to serve in the capacity which initially entitled such person to
indemnity hereunder. The indemnification rights granted pursuant to this
Article shall be deemed contract rights, and no amendment, modification or
repeal of this Article
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shall have the effect of limiting or denying any such rights with respect to
actions taken or proceedings arising prior to any such amendment, modification
or repeal. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT THE INDEMNIFICATION
PROVIDED IN THIS ARTICLE COULD INVOLVE INDEMNIFICATION OF AN INDEMNIFIED PARTY
FOR THE INDEMNIFIED PARTY'S OWN NEGLIGENCE OR UNDER THEORIES OF STRICT
LIABILITY OF THE INDEMNIFIED PARTY.
Section 8.2 Advance Payment. The right to indemnification conferred in
this Article shall include the right to be paid or reimbursed by the Company
the reasonable expenses incurred by a person of the type entitled to be
indemnified under Section 8.1 who was, is or is threatened to be made a named
defendant or respondent in a proceeding in advance of the final disposition of
the proceeding and without any determination as to the person's ultimate
entitlement to indemnification; provided, however, that the payment of such
expenses incurred by any such person in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Company of a written
affirmation by such director or officer of his or her good faith belief that he
or she has met the standard of conduct necessary for indemnification under this
Article and a written undertaking, by or on behalf of such person, to repay all
amounts so advanced if it shall ultimately be determined that such indemnified
person is not entitled to be indemnified under this Article or otherwise.
Section 8.3 Indemnification of Employees and Agents. The Company, by
adoption of a resolution of the Board of Directors, may indemnify and advance
expenses to an employee or agent of the Company to the same extent and subject
to the same conditions under which it may indemnify and advance expenses to
directors and officers under this Article; and, the Company may indemnify and
advance expenses to persons who are not or were not directors, officers,
employees or agents of the Company but who are or were serving at the request
of the Company as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic company,
partnership, joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise against any liability asserted against him and incurred by
him in such a capacity or arising out of his status as such a person to the
same extent that it may indemnify and advance expenses to directors under this
Article.
Section 8.4 Appearance as a Witness. Notwithstanding any other
provision of this Article, the Company may pay or reimburse expenses incurred
by a director or officer in connection with his or her appearance as a witness
or other participation in a proceeding at a time when he or she is not a named
defendant or respondent in the proceeding.
Section 8.5 Nonexclusivity of Rights. The right to indemnification and
the advancement and payment of expenses conferred in this Article shall not be
exclusive of any other right which a director or officer or other person
indemnified pursuant to Section 8.3 of this Article may have or hereafter
acquire under any law (common or statutory), provision of the Articles of
Incorporation of the Company or these Bylaws, agreement, vote of shareholders
or disinterested directors or otherwise.
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Section 8.6 Insurance. The Company may purchase and maintain
insurance, at its expense, to protect itself and any person who is or was
serving as a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of
another foreign or domestic company, partnership, joint venture,
proprietorship, employee benefit plan, trust or other enterprise against any
expense, liability or loss, whether or not the Company would have the power to
indemnify such person against such expense, liability or loss under this
Article.
Section 8.7 Shareholder Notification. To the extent required by law,
any indemnification of or advance of expenses to a director or officer in
accordance with this Article shall be reported in writing to the shareholders
with or before the notice or waiver of notice of the next shareholders' meeting
or with or before the next submission to shareholders of a consent to action
without a meeting and, in any case, within the 12-month period immediately
following the date of the indemnification or advance.
Section 8.8 Savings Clause. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the Company shall nevertheless indemnify and hold harmless each director,
officer or any other person indemnified pursuant to this Article as to costs,
charges and expenses (including court costs and attorneys' fees), judgments,
fines and amounts paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative to the
full extent permitted by any applicable portion of this Article that shall not
have been invalidated and to the fullest extent permitted by applicable law.
ARTICLE 9
SHARES AND SHAREHOLDERS
Section 9.1 Certificates Representing Shares. The certificates
representing shares of capital stock of the Company will be numbered and
entered in the books of the Company as they are issued. They will exhibit the
holder's name and number of shares and will be signed by (i) the Chief
Executive Officer, President or Vice-President and (ii) the Secretary or an
Assistant Secretary. The signature of any such officer may be facsimile if the
certificate is countersigned by a transfer agent or registered by a registrar,
other than the Company itself or an employee of the Company. In case any
officer who has signed or whose facsimile signature has been placed upon such
certificate has ceased to be such officer before such certificate is issued, it
may be issued by the Company with the same effect as if he were such officer at
the date of its issuance.
Section 9.2 Transfer of Shares. Upon surrender to the Company of a
certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it will be the duty of the
Company to issue a new certificate to the person entitled thereto, cancel the
old certificate and record the transaction upon its books. Notwithstanding the
foregoing, no transfer will be recognized by the Company if such transfer would
violate federal or state securities laws, the Articles of Incorporation, or any
shareholders' agreements which may be in effect at the time of the purported
transfer. The Company may, prior to any such transfer, require a shareholder to
provide
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(at such shareholder's expense) an opinion of counsel addressed to the Company
and its stock transfer agent and registrar to the effect that any such transfer
does not violate applicable securities laws requiring registration or an
exemption from registration prior to any such transfer.
Section 9.3 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the Company
or a share dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may provide that the share
transfer records be closed for a stated period but not to exceed, in any case,
sixty days. If the share transfer records are closed for the purpose of
determining shareholders entitled to notice of or to vote at a meeting of
shareholders, such books must be closed for at least ten days immediately
preceding such meeting. In lieu of closing the share transfer records, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date, in any case, to be not more than
sixty days and, in case of a meeting of shareholders, not less than ten days
prior to the date on which the particular action requiring such determination
of shareholders is to be taken. If the share transfer records are not closed
and no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive a distribution or a share dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such distribution or dividend is adopted, as the case may be, will be
the record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
herein provided, such determination will apply to any adjournment thereof
except where the determination has been made through the closing of share
transfer records and the stated period of closing has expired.
Section 9.4 Registered Shareholders. The Company is entitled to
recognize the exclusive right of a person registered on its books as the owner
of the share to receive dividends, and to vote as such owner, and for all other
purposes as such owner; and the Company is not bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it has express or other notice thereof, except as
otherwise provided by the laws of Texas.
Section 9.5 Lost Certificate. The Board of Directors may direct a new
certificate or certificate to be issued in place of any certificate or
certificate theretofore issued by the Company alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate to be lost or destroyed, such affidavit to be satisfactory in
form and substance to the Company. When authorizing such issue of a new
certificate or certificate, the Board of Directors may, in its discretion and
as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificate, or his legal representatives, to
advertise the same in such manner as it shall require and/or give the Company a
bond in form and substance satisfactory to the Company and in such sum as the
Company may direct as indemnity against any claim that may be made against the
Company with respect to the certificate alleged to have been lost or destroyed.
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ARTICLE 10
GENERAL
Section 10.1 Dividends. The Board of Directors may from time to time
declare, and the Company pay, dividends on its outstanding shares of capital
stock in cash, in property, or in its own shares, except when the declaration
or payment thereof would be contrary to law, the Articles of Incorporation or
these Bylaws. Such dividends may be declared at any regular or special meeting
of the Board of Directors, and the declaration and payment will be subject to
all applicable provisions of law, the Articles of Incorporation and these
Bylaws.
Section 10.2 Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Company available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
deems proper as a reserve fund to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Company, or for
such other purpose as the Board of Directors may determine to be in the
interest of the Company, and the Board of Directors may modify or abolish any
such reserve in the manner in which it was created.
Section 10.3 Directors' Annual Statement. The Board of Directors will
present at each annual meeting and when called for by vote of the shareholders
at any special meeting of the shareholders, a full and clear statement of the
business and condition of the Company.
Section 10.4 Checks. All checks or demands for money and notes of the
Company will be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.5 Corporate Records. The Company will keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders giving the names and
addresses of all shareholders and the number and class of shares held by each.
All other books and records of the Company may be kept at such place or places
within or without the State of Texas as the Board of Directors may from time to
time determine.
Section 10.6 Seal. The corporate seal will have inscribed thereon the
name of the Company. The seal may be used by causing it or a facsimile thereof
to be impressed, affixed or reproduced.
Section 10.7 Amendment. These Bylaws may be altered, amended, or
repealed, or new bylaws may be adopted, by the Board of Directors or by the
holders of a majority of the shares represented at any duly held meeting of
shareholders provided that notice of such proposed action shall have been
contained in the notice of any such meeting; provided, however, that if the
Articles of Incorporation provide that these Bylaws may be altered, amended, or
repealed, or new bylaws may be adopted only by the Board of Directors, then the
shareholders of the Company may not alter, amend, or repeal these Bylaws or
adopt new bylaws.
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Section 10.8 Election Not to be Governed by Part Thirteen of the TBCA.
By bylaw adopted December 29, 1997, the Company expressly elected not to be
governed by the provisions of the Texas Business Combination Law, Part Thirteen
of the TBCA.
I, the undersigned Secretary of Grey Wolf, Inc., hereby certify that
the foregoing is a true and correct copy of the Amended and Restated Bylaws of
said Company, adopted by the written consent of the Board of Directors of the
Company on the 22nd day of March, 1999.
-----------------------------------------
David W. Wehlmann, Secretary
