BYLAWS
OF
UNION OIL COMPANY OF CALIFORNIA
a California Corporation
(Effective January 1, 2001)
ARTICLE I
FISCAL YEAR
Section 1. The fiscal year of Union Oil Company of California
(hereinafter called the "Company") shall end on the thirty-first day of December
of each year.
ARTICLE II
OFFICES
Section 1. Principal Office. The principal office for the transaction
of business of the Company is hereby fixed and located at 2141 Rosecrans Avenue,
Suite 4000, in the City of El Segundo, County of Los Angeles, State of
California. The Board of Directors (hereinafter sometimes called the "Board") is
hereby granted full power and authority to change said principal office from one
location to another in said county.
ARTICLE III
SHAREHOLDERS
Section 1. Annual Meetings. The annual meetings of the shareholders
shall be held at a time to be fixed by resolution of the Board on the fourth
Monday in May of each year, if not a legal holiday, for the purpose of electing
directors and for the transaction of any other business which is within the
powers of the shareholders. If the fourth Monday in May is a legal holiday, the
annual meeting of the shareholders shall be held on the preceding or subsequent
Monday as fixed by resolution of the Board. The mailing of an annual report to
the shareholders not later than 120 days after the close of the fiscal year is
waived.
Section 2. Special Meetings. Special meetings of the shareholders for
any purpose whatsoever may be called at any time by the Chairman of the Board
and Chief Executive Officer, the Board, or by one or more shareholders holding
not less than ten percent of the voting power of the Company upon request in
writing to the Chairman of the Board and Chief Executive Officer, a Vice
President or the Secretary. The business transacted at special meetings shall be
confined to the purpose or purposes stated in the notice of such meetings.
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Section 3. Notice of Meetings. Written notice of each annual or special
meeting of shareholders shall be given to each shareholder entitled to vote
thereat not less than ten nor more than sixty days before the meeting.
Section 4. Place of Meetings. All meetings of shareholders, whether
annual or special, shall be held at the principal office of the Company or at
such other place, within or without the State of California, as the Board may
from time to time designate pursuant to authority hereinafter granted it. In the
absence of any such designation, shareholders' meetings shall be held at the
principal office of the Company.
Section 5. Voting Rights. Shareholders entitled to vote at shareholder
meetings shall be entitled to one vote for each full share. A fraction of a
share or a fractional interest in a share shall not be entitled to any voting
rights whatsoever.
Section 6. Conduct of Meetings. The decisions of the Chairman of the
Board or officer presiding at all shareholders' meetings shall govern in all
matters relating to the conduct of the meeting.
Section 7. Voting. Directors shall be elected in accordance with
the provisions of the California Corporations Code by holders of shares
entitled to vote in the election.
Section 8. Action Without a Meeting. Any action which may be taken at
any annual or special meeting may be taken without a meeting and without prior
notice, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of the outstanding shares 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.
Directors may not be elected by written consent except by unanimous written
consent of all shares entitled to vote for the election of directors.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Powers. Subject to the limitations of the Restated and
Amended Articles of Incorporation of the Company and of the California General
Corporation Law as to action required or authorized to be approved by the
shareholders, all corporate powers shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed by, the Board
of Directors.
Section 2. Number. The number of directors of the Company shall be two
(2).
Section 3. Chairman and Vice Chairman of the Board. The Board shall
elect a Chairman, who shall also be an officer of the Company and who shall
preside at all meetings of the Board of Directors and shall have such other
powers and duties as may from time to time be assigned by the Board of Directors
or prescribed by the Bylaws. The Board may also appoint a Vice Chairman, who
shall preside at all meetings of the Board of
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Directors in the absence of the Chairman and shall have such other powers and
duties as may from time to time be assigned by the Board of Directors or
prescribed by the Bylaws.
Section 4. Annual Meetings. Immediately following each annual meeting
of shareholders, the Board shall hold its annual meeting for the purpose of
organization, election of officers and the transaction of any other business.
Section 5. Regular Meetings. Regular meetings of the Board shall be
held at the times and on the dates fixed by resolution of the Board.
Section 6. Special Meetings. Special meetings of the Board for any
purpose or purposes whatsoever may be called by the Chairman of the Board and
Chief Executive Officer or, in his absence or inability, by the President and
Chief Operating Officer.
Section 7. Notice of Meetings. Notice of annual meetings and of regular
meetings of the Board is hereby dispensed with. Notice of special meetings must
be given at least two days in advance if given by mail, or at least one hour in
advance if delivered personally or given by telephone or other electronic means.
Section 8. Place of Meetings. All meetings of the Board, whether
annual, regular or special meetings, shall be held at any place within or
without the State of California which has been designated from time to time by
resolution of the Board or in the notice of the meeting. In the absence of such
designation all directors' meetings shall be held at the principal office of the
Company.
Section 9. Quorum. The higher of two (2) or one-third (1/3) of the
number of directors fixed by resolution adopted pursuant to Section 2 of this
Article IV of the Bylaws shall constitute a quorum of the Board of Directors for
the transaction of business; provided, however, that vacancies on the Board may
be filled by a majority of the remaining directors or by a sole remaining
director, each such director to hold office until a successor is elected at an
annual or special meeting of the shareholders.
Section 10. Compensation of Directors. Directors and members of
committees appointed by the Board shall receive such compensation, if any, for
their services, and such reimbursement for their expenses as may be fixed or
determined by resolution of the Board. The Board may, however, in any such
resolution provide that directors who are also employees of the Company or any
of its subsidiaries shall not receive additional compensation for services as a
director or member of a committee appointed by the Board.
Section 11. Indemnification of Directors, Officers, Employees and
Other Agents.
(a) The Company shall, to the maximum extent permitted by the
California General Corporation Law, indemnify each of its directors and officers
against all expense, liability, and loss, including without limitation,
attorneys' fees, judgments, fines, ERISA excise taxes, penalties, amounts paid
or to be paid in settlement, and any
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other amounts actually incurred in connection with any proceeding arising by
reason of the fact any such person is or was a director or officer of the
Company and shall advance to such director or officer expenses incurred in
defending any such proceeding to the maximum extent permitted by such law. For
purposes of this section, a "director" or "officer" of the Company includes any
person who is or was a director or officer of the Company, or is or was serving
at the request of the Company as a director, officer, trustee, or fiduciary, or
in a similar capacity, of another foreign or domestic corporation, limited
liability company, partnership, joint venture, trust, or any other enterprise or
entity whatsoever, including without limitation service with respect to employee
benefit plans.
(b) The Board of Directors may in its discretion provide by resolution,
either on a general basis or as to specific employees or agents, for similar
indemnification of, or advance of expenses to, other employees or agents of the
Company, and likewise may refuse to provide for such indemnification or advance
of expenses except to the extent such indemnification is mandatory under the
California General Corporation Law.
(c) The Company shall maintain in full force and effect, at its own
expense, director and officer liability insurance ("Insurance") coverage for
each director and officer in amounts and scope at least as favorable as that
maintained by the Company on September 30, 1996, or, to the extent more
favorable, any Insurance policy entered into or renewed by the Company following
such date. Notwithstanding the foregoing, if the Company, after using its best
efforts, cannot obtain and purchase such coverage for an amount no more than
what it paid for the most recent expiring Insurance policy plus a reasonable
additional amount, the Company shall only be required to purchase such Insurance
coverage for any act or omission occurring at or prior to the time of such date.
(d) The rights provided to any person by this bylaw shall be
enforceable against the Company by such person, who shall be presumed to have
relied upon it in serving or continuing to serve as a director or officer, as
provided above. No amendment of this bylaw shall impair the rights of any person
arising at any time with respect to events occurring prior to such amendment,
including, without limitation, any right of a director or officer to Insurance
for any act or omission occurring at or prior to the time of such amendment.
Section 12. Authority to Designate Place of Shareholders' Meetings. The
Board is hereby granted full power and authority to designate from time to time
any place within or without the State of California for the holding of any
shareholders' meeting, whether annual or special.
Section 13. Committees of the Board. A majority of the Board may, by
resolution, appoint one or more committees of the Board, to consist of two (2)
or more of the directors of the Company, and prescribe their duties and powers.
Two of the members of any such committee may determine its action and fix the
time and place of its meetings unless the Board shall otherwise provide. The
Board shall have the power at any time to fill vacancies in, to change the
membership of, or to dissolve any such committee.
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Section 14. Action by Written Consent. Any action required or permitted
to be taken by the Board or any committee thereof may be taken without a
meeting, if all members of the Board or such committee, as the case may be,
shall individually or collectively consent in writing to such action. Such
written consent or consents shall be filed with the minutes of the proceedings
of the Board.
Section 15. Conference Calls. Members of the Board or any committee
thereof may participate in a meeting through use of conference telephone or
similar communications equipment as permitted by the California General
Corporation Law.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of the Company shall be a Chairman of
the Board and Chief Executive Officer, a President and Chief Operating Officer,
a Chief Financial Officer, a Vice President, a Secretary, a Comptroller, a
Treasurer, a Chief Legal Officer and a Chief Information Officer. The Company
may also have, at the discretion of the Board, one (1) or more Vice Presidents,
who may be designated as Executive Vice Presidents, Group Vice Presidents,
Senior Vice Presidents or Vice Presidents, one (1) or more Assistant Chief
Financial Officers, one (1) or more Assistant Secretaries, one (1) or more
Assistant Treasurers, and one (1) or more Assistant Comptrollers, and the Board
may appoint such other officers as it may deem necessary or advisable, who shall
have such authority and perform such duties as from time to time may be
prescribed by the Board or the Chairman of the Board and Chief Executive
Officer. Any two (2) or more offices may be held by the same person.
Section 2. Election and Removal. The officers of the Company shall be
chosen annually by the Board at its annual meeting and each shall hold office
until the corresponding annual meeting of the Board in the next year and until a
successor shall be elected and qualified unless such officer shall theretofore
resign or shall be removed or otherwise disqualified to serve. The Board may
remove any officer either with or without cause or under such other terms or
conditions as it may prescribe. Vacancies may be filled by the Board as they may
occur.
Section 3. Powers and Duties.
(a) Chairman of the Board and Chief Executive Officer. The Chairman of
the Board and Chief Executive Officer shall be the officer, reporting directly
to the Board, responsible for overall management of the Company and shall have
general supervision, direction and control over the business and affairs of the
Company and its officers. The Chairman of the Board and Chief Executive Officer
shall perform all duties incident to the office of Chief Executive Officer and
shall have such powers and duties as may from time to time be assigned by the
Board of Directors or prescribed by the Bylaws.
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(b) President and Chief Operating Officer. The President and Chief
Operating Officer in general shall perform all duties incident to the office of
the President and Chief Operating Officer, and shall have such powers and duties
as may from time to time be assigned by the Board of Directors, the Chairman of
the Board and Chief Executive Officer or prescribed by the Bylaws.
(c) Vice Presidents. Vice Presidents, who may be designated as
Executive Vice Presidents, Group Vice Presidents, Senior Vice Presidents or Vice
Presidents, shall have such authority and shall perform such duties as shall
from time to time be assigned by the Board of Directors, the Chairman of the
Board and Chief Executive Officer, the President and Chief Operating Officer or
prescribed by the Bylaws.
(d) Chief Financial Officer. The Chief Financial Officer shall have
such authority and shall perform such duties as shall from time to time be
assigned by the Board, the Chairman of the Board and Chief Executive Officer or
prescribed by the Bylaws.
(e) Assistant Chief Financial Officer. Each Assistant Chief Financial
Officer shall assist the Chief Financial Officer and shall perform such duties
as shall from time to time be assigned by the Board, Chairman of the Board and
the Chief Executive Officer or the Chief Financial Officer.
(f) Secretary. The Secretary shall keep, or cause to be kept, at
the Company's offices, a book of minutes of all meetings of directors and
shareholders.
The Secretary shall keep or cause to be kept at the principal office,
or at the office of the Company's transfer agent, a share register, which may be
an electronic database, showing the names of the shareholders of record and
their addresses, the number and classes of shares held by each, the numbers and
dates of the certificates issued for those shares, and the numbers and dates of
cancellation of every certificate surrendered for cancellation.
The Secretary shall give or cause to be given notice of all meetings of
the shareholders and the Board required to be given by the Bylaws or by law. The
Secretary shall have charge of and be custodian of the seal of the Company and
the minute books and documents relating to the existence and governance of the
Company.
The Secretary shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chairman of the
Board and Chief Executive Officer or the Bylaws, and shall in general, subject
to control of the Board and the Chairman of the Board and Chief Executive
Officer, perform all the duties usually incident to the office of secretary of a
corporation.
(g) Assistant Secretaries. Each Assistant Secretary shall assist the
Secretary and, in the absence or disability of the Secretary, may perform the
duties of the Secretary unless and until the contrary is expressed by the Board,
and shall perform such other duties as may be prescribed by the Board or the
Secretary.
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(h) Treasurer. The Treasurer shall have custody of and be responsible
for all the monies and funds of the Company. The Treasurer shall deposit or
cause to be deposited all Company monies, funds and other valuables in the name
and to the credit of the Company in such bank or banks as shall be proper or as
shall be directed by the Board, the Chairman of the Board and Chief Executive
Officer, or the Chief Financial Officer, and shall disburse the funds of the
Company which have been duly approved for disbursement. The Treasurer shall
enter or cause to be entered regularly in the books of the Company full and
accurate accounts of all monies received and paid out on account of the Company.
The Treasurer shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, Chairman of the
Board and the Chief Executive Officer, the Chief Financial Officer or the
Bylaws, and shall in general, subject to control of the Board, the Chairman of
the Board and Chief Executive Officer, and the Chief Financial Officer, perform
all the duties usually incident to the office of treasurer of a corporation.
(i) Assistant Treasurers. Each Assistant Treasurer shall assist the
Treasurer and, in the absence or disability of the Treasurer, may perform the
duties of Treasurer unless and until the contrary is expressed by the Board, and
shall perform such other duties as may be prescribed by the Board or the
Treasurer.
(j) Comptroller. The Comptroller shall be the principal officer in
charge of the general accounting books, accounting records and forms of the
Company and shall see that all monies and obligations due the Company and all
properties and assets are properly accounted for. The Comptroller shall prepare
the Company's balance sheets, income accounts and other financial statements and
reports, and render to the Board, the Chairman of the Board and Chief Executive
Officer, and the Chief Financial Officer, such periodic reports covering the
results of operations of the Company as may be required by them or any of them.
The Comptroller shall have such other powers and perform such other
duties as may from time to time be prescribed by the Board, the Chairman of the
Board and Chief Executive Officer, the Chief Financial Officer or the Bylaws,
and shall in general, subject to control of the Board, the Chairman of the Board
and Chief Executive Officer, and the Chief Financial Officer, perform all the
duties usually incident to the office of comptroller of a corporation.
(k) Assistant Comptrollers. Each Assistant Comptroller shall assist the
Comptroller and, in the absence or disability of the Comptroller, may perform
the duties of the Comptroller unless and until the contrary is expressed by the
Board, and shall perform such other duties as may be prescribed by the Board or
the Comptroller.
(l) Chief Legal Officer. The Chief Legal Officer shall be in charge of
the Company's legal affairs. The Chief Legal Officer shall advise the Board, the
Chairman of the Board and Chief Executive Officer and the other officers of the
Company on such legal matters and prepare such reports as may be required by
them or any of them.
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(m) Chief Information Officer. The Chief Information Officer shall be
in charge of the Company's information technology. The Chief Information Officer
shall advise the Board, the Chairman of the Board and Chief Executive Officer
and the other officers of the Company on such information technology matters and
prepare such reports as may be required by them or any of them.
ARTICLE VI
MISCELLANEOUS
Section 1. Execution of Documents. Unless otherwise authorized by or
pursuant to a resolution of the Board of Directors, all contracts, leases,
deeds, deeds of trust, mortgages, bonds, indentures, endorsements, assignments,
powers of attorney to transfer stock or for other purposes, and other documents
and instruments of whatsoever kind shall be executed for and on behalf of the
Company by the Chairman of the Board and Chief Executive Officer, the President
and Chief Operating Officer, the Chief Financial Officer, a Vice President, the
Treasurer, the Comptroller, or by any such officer and shall be attested by the
Secretary or an Assistant Secretary, who shall have authority to affix the
corporate seal to the same.
Section 2. Undertakings and Commitments. No undertaking, commitment,
contract, instrument or document shall be binding upon the Company unless
previously authorized or subsequently ratified by the Board or executed by an
officer or officers, an employee or employees or an agent or agents of the
Company acting under powers conferred by or pursuant to a resolution of the
Board or by these Bylaws.
Section 3. Checks, Drafts, etc. All checks, notes and other obligations
for collection, deposit or transfer, and all checks and drafts for disbursement
from Company funds, and all bills of exchange and promissory notes, and all
acceptances, obligations and other instruments for the payment of money, shall
be endorsed or signed by such officer or officers, employee or employees or
agent or agents as shall be authorized from time to time to do so by or pursuant
to a resolution of the Board of Directors.
Section 4. Representation of Shares of Other Corporations. Shares
standing in the name of the Company may be voted or represented and all rights
incident thereto may be exercised on behalf of the Company by the Chairman of
the Board and Chief Executive Officer, the President and Chief Operating
Officer, the Chief Financial Officer, a Vice President, the Secretary, the
Treasurer or the Comptroller, or by such other officers upon whom the Board of
Directors may from time to time confer like powers.
ARTICLE VII
AMENDMENTS
Section 1. Power of Shareholders. New Bylaws may be adopted or these
Bylaws may be amended or repealed by the vote or written assent of shareholders
entitled to exercise a majority of the voting power of the Company.
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Section 2. Power of Directors. Subject to the right of shareholders as
provided in Section 1 of this Article VII to adopt, amend or repeal Bylaws,
Bylaws may be adopted, amended or repealed by the Board of Directors as provided
or permitted by law.
ARTICLE VIII
EMERGENCY
Section 1. "Emergency" as used in this Article means disorder,
disturbance or damage caused by war, enemy attack, other warlike acts or by
catastrophe, disaster or other similar emergency condition, which prevents the
conduct and management of the affairs and business of the Company by the Board
of Directors and officers in the manner provided for in other Articles of these
Bylaws. The powers and duties conferred and imposed by this Article, and any
resolutions adopted pursuant hereto shall be effective only during an emergency.
This Article may be implemented from time to time by resolutions adopted by the
Board of Directors before or during an emergency, or during an emergency by the
emergency Board of Directors constituted and then acting pursuant hereto. An
emergency, once commenced, shall be deemed to continue until terminated by
resolutions adopted for that purpose by the Board of Directors.
Section 2. If, during any emergency, a quorum of the Board of Directors
is not available to serve, then, in the following order of priority, any
available director, Executive Vice President, the Chief Financial Officer and as
many other Vice Presidents (or, in case of their inability, any other officers),
in order of seniority, as may be necessary from time to time to constitute a
total of two emergency directors, shall be and constitute the Board of
Directors, and as such shall have and exercise the fullest power of the Board of
Directors for the conduct and management of the affairs and business of the
Company permitted by law, provided that such emergency Board of Directors as so
constituted shall comply to the extent practicable under the circumstances with
the provisions of ARTICLE III of these Bylaws relating to annual and special
meetings of shareholders. Any two of such emergency directors shall constitute a
quorum.
Section 3. During any emergency, the officers and employees of the
Company shall continue, so far as possible, to conduct the Company's affairs and
business under the guidance of the Board of Directors acting pursuant to this
Article and in accordance with known orders of governmental authorities.
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