BYLAWS
OF
UNION OIL COMPANY OF CALIFORNIA
a California Corporation
(Effective May 22, 2000)
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.
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.
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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 not be less
than three (3) nor more than five (5). The exact number of directors of the
Company shall be fixed by resolution of the Board of Directors.
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 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.
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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 an Executive Vice
President, the Chief Financial Officer, or by at least two (2) of the directors
at the time in office.
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 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
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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 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.
(b) Executive Vice Presidents. The Executive Vice Presidents in general
shall perform all duties incident to the office of Executive Vice President, 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.
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(c) Other Vice Presidents. Other Vice Presidents, who may be designated as
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 Executive Vice Presidents 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.
(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,
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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.
(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
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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 Vice
Chairman, 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 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.
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.
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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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