EXHIBIT 3.2
BY-LAWS
OF
MURPHY OIL CORPORATION
As Amended Effective May 10, 2000
ARTICLE I.
Offices.
Section 1. Offices. Murphy Oil Corporation (hereinafter
called the Company) may have, in addition to its principal office
in Delaware, a principal or other office or offices at such place
or places, either within or without the State of Delaware, as the
board of directors may from time to time determine or as shall be
necessary or appropriate for the conduct of the business of the
Company.
ARTICLE II.
Meetings of Stockholders.
Section 1. Place of Meetings. The annual meeting of the
stockholders shall be held at the place therein determined by the
board of directors and stated in the notice thereof, and other
meetings of the stockholders may be held at such place or places,
within or without the State of Delaware, as shall be fixed by the
board of directors and stated in the notice thereof.
Section 2. Annual Meetings. The annual meeting of
stockholders for the election of directors and the transaction of
such other business as may come before the meeting shall be held in
each year on the second Wednesday in May. If this date shall fall
upon a legal holiday, the meeting shall be held on the next
succeeding business day. At each annual meeting the stockholders
entitled to vote shall elect a board of directors and they may
transact such other corporate business as shall be stated in the
notice of the meeting.
Section 3. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the
Chairman of the Board or by order of the board of directors and
shall be called by the Chairman of the Board or the Secretary upon
the written request of stockholders holding of record at least a
majority of the outstanding shares of stock of the Company entitled
to vote at such meeting. Such written request shall state the
purpose or purposes for which such meeting is to be called.
Section 4. Notice of Meetings. Except as otherwise expressly
required by law, notice of each meeting of stockholders, whether
annual or special, shall be given at least 10 days before the date
on
Ex. 3.2-1
<PAGE>
which the meeting is to be held to each stockholder of record
entitled to vote thereat by delivering a notice thereof to him
personally, or by mailing such notice in a postage prepaid envelope
directed to him at his address as it appears on the books of the
Company, unless he shall have filed with the Secretary of the
Company a written request that notices intended for him be directed
to another address, in which case such notice shall be directed to
him at the address designated in such request. Notice of any
meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy;
and if any stockholder shall in person or by attorney thereunto
authorized, in writing or by telegraph, cable, radio or wireless
and confirmed in writing, waive notice of any meeting of the
stockholders, whether prior to or after such meeting, notice
thereof need not be given to him. Notice of any adjourned meeting
of the stockholders shall not be required to be given except where
expressly required by law.
Section 5. Quorum. At each meeting of the stockholders the
holders of record of a majority of the issued and outstanding stock
of the Company entitled to vote at such meeting, present in person
or by proxy, shall constitute a quorum for the transaction of
business except where otherwise provided by law, the certificate of
incorporation or these by-laws. In the absence of a quorum, any
officer entitled to preside at or act as secretary of such meeting
shall have the power to adjourn the meeting from time to time until
a quorum shall be constituted. At any such adjourned meeting at
which a quorum shall be present any business may be transacted
which might have been transacted at the meeting as originally
called.
Section 6. Voting. At every meeting of stockholders each
holder of record of the issued and outstanding stock of the Company
entitled to vote at such meeting shall be entitled to one vote in
person or by proxy, but no proxy shall be voted after three years
from its date unless the proxy provides for a longer period, and,
except where the transfer books of the Company have been closed or
a date has been fixed as the record date for the determination of
stockholders entitled to vote, no share of stock shall be voted
directly or indirectly. At all meetings of the stockholders, a
quorum being present, all matters shall be decided by majority vote
of those present in person or by proxy, except as otherwise
required by the laws of the State of Delaware or the certificate of
incorporation. The vote thereat on any question need not be by
ballot unless required by the laws of the State of Delaware.
ARTICLE III.
Board of Directors.
Section 1. General Powers. The property, business and
affairs of the Company shall be managed by the board of directors.
Section 2. Number and Term of Office. The number of
directors shall be nine, but may from time to time be increased or
diminished to not less than three by amendment of these by-laws.
Directors need not be stockholders. Each director shall hold
office until the annual meeting of the stockholders next following
his election and until his successor shall have been elected and
shall qualify, or until his death, resignation or removal.
Ex. 3.2-2
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Section 3. Quorum and Manner of Acting. Unless otherwise
provided by law the presence of six members of the board of
directors shall be necessary to constitute a quorum for the
transaction of business. In the absence of a quorum, a majority of
the directors present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting
need not be given. At all meetings of directors, a quorum being
present, all matters shall be decided by the affirmative vote of a
majority of the directors present, except as otherwise required by
the laws of the State of Delaware.
Section 4. Place of Meetings, etc. The board of directors
may hold its meetings and keep the books and records of the Company
at such place or places within or without the State of Delaware as
the board may from time to time determine.
Section 5. Annual Meeting. Promptly after each annual
meeting of stockholders for the election of directors and on the
same day the board of directors shall meet for the purpose of
organization, the election of officers and the transaction of other
business. Notice of such meeting need not be given. Such meeting
may be held at any other time or place as shall be specified in a
notice given as hereinafter provided for special meetings of the
board of directors or in a consent and waiver of notice thereof
signed by all the directors.
Section 6. Regular Meetings. Regular meetings of the board
of directors may be held at such time and place, within or without
the State of Delaware, as shall from time to time be determined by
the board of directors. After there has been such determination
and notice thereof has been once given to each member of the board
of directors, regular meetings may be held without further notice
being given.
Section 7. Special Meetings; Notice. Special meetings of the
board of directors shall be held whenever called by the Chairman of
the Board or by a majority of the directors. Notice of each such
meeting shall be mailed to each director, addressed to him at his
residence or usual place of business, at least 10 days before the
day on which the meeting is to be held, or shall be sent to him at
such place by telegraph, cable, radio or wireless, or be delivered
personally or by telephone, not later than the day before the day
on which such meeting is to be held. Each such notice shall state
the time and place of the meeting but need not state the purposes
thereof. Notice of any meeting of the board of directors need not
be given to any director, however, if waived by him in writing or
by telegraph, cable, radio or wireless and confirmed in writing,
whether before or after such meeting, or if he shall be present at
such meeting. Any meeting of the board of directors shall be a
legal meeting without any notice thereof having been given if all
the directors then in office shall be present thereat.
Section 8. Resignation. Any director of the Company may
resign at any time by giving written notice to the Chairman of the
Board or the Secretary of the Company. The resignation of any
director shall take effect upon receipt of notice thereof or at
such later time as shall be specified in such notice; and, unless
otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 9. Removal. Any director may be removed at any time,
either with or without cause, by the affirmative vote of the
holders of record of a majority of the issued and outstanding class
of stock of the Company entitled to vote for the election of such
director, given at a special meeting of
Ex. 3.2-3
<PAGE>
the stockholders called for that purpose. The vacancy in the board
of directors caused by any such removal may be filled by the
stockholders at such meeting.
Section 10. Vacancies. Any vacancy that shall occur in the
board of directors by reason of death, resignation,
disqualification or removal or any other cause whatever, unless
filled as provided in Section 9 hereof, shall be filled by the
majority (even if that be only a single director) of the remaining
directors theretofore elected by the holders of the class of
capital stock which elected the directors whose office shall have
become vacant. If any new directorship is created by increase in
the number of directors, a majority of the directors then in office
may fill such new directorship. The term of office of any director
so chosen to fill a vacancy or a new directorship shall terminate
upon the election and qualification of directors at any meeting of
stockholders called for the purpose of electing directors.
Section 11. Compensation of Directors. Directors may receive
a fee, as fixed by the Chairman of the Board, for their services,
together with expenses for attendance at regular or special
meetings of the board. Members of committees of the board of
directors may be allowed compensation for attending committee
meetings. Nothing herein contained shall be construed to preclude
any director from serving the Company or any subsidiary thereof in
any other capacity and receiving compensation therefor.
ARTICLE IV.
Committees of the Board.
Section 1. Executive Committee. The board of directors shall
elect from the directors an executive committee.
The board of directors shall fill vacancies in the executive
committee by election from the directors.
The executive committee shall fix its own rules of procedure
and shall meet where and as provided by such rules or by resolution
of the board of directors, but in every case the presence of at
least three members of the committee shall be necessary to
constitute a quorum for the transaction of business.
In every case the affirmative vote of a majority of all of the
members of the committee present at the meeting shall be necessary
for the adoption of any resolution.
Section 2. Membership and Powers. The executive committee
shall consist of such number of members as the board in its
discretion shall determine, in addition to the Chairman of the
Board, who by virtue of his office shall be a member of the
executive committee and chairman thereof. Unless otherwise ordered
by the board of directors, each elected member of the executive
committee shall continue to be a member thereof until the
expiration of his term of office as a director.
Ex. 3.2-4
<PAGE>
The executive committee, subject to any limitations prescribed
by the board of directors, shall have special charge of all
financial accounting, legal and general administrative affairs of
the Company. During the intervals between the meetings of the
board of directors the executive committee shall have all the
powers of the board in the management of the business and affairs
of the Company, including the power to authorize the seal of the
Company to be affixed to all papers which require it, except that
said committee shall not have the power of the board (i) to fill
vacancies in the board, (ii) to amend the by-laws, (iii) to adopt
a plan of merger or consolidation, (iv) to recommend to the
stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets
of the Company otherwise than in the usual and regular course of
its business, or (v) to recommend to the stockholders a voluntary
dissolution of the Company or a revocation thereof.
Section 3. Other Committees. The board of directors may, by
resolution or resolutions passed by a majority of the whole board,
designate one or more other committees, each committee to consist
of two or more of the directors of the Company, which, to the
extent provided in said resolution or resolutions, shall have and
may exercise the powers of the board of directors in the management
of 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. Such committee or committees shall have such name
or names as may be determined from time to time by resolution
adopted by the board of directors.
ARTICLE V.
Officers.
Section 1. Number. The principal officers of the Company
shall be a Chairman of the Board, President, one or more Vice
Presidents (which may be designated as Executive or Senior Vice
President(s)), a Secretary, a Treasurer, and a Controller. No
officers except the Chairman of the Board and President need be
directors. One person may hold the offices and perform the duties
of any two or more of said offices.
Section 2. Election and Term of Office. The principal
officers of the Company shall be chosen annually by the board of
directors at the annual meeting thereof. Each such officer shall
hold office until his successor shall have been chosen and shall
qualify, or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
Section 3. Subordinate Officers. In addition to the
principal officers enumerated in Section 1 of this Article V, the
Company may have one or more Assistant Vice Presidents, one or more
Assistant Treasurers, one or more Assistant Secretaries and such
other officers, agents and employees as the board of directors may
deem necessary, each of whom shall hold office for such period,
have such authority, and perform such duties as the board or the
President may from time to time determine. The board of directors
may delegate to any principal officer the power to appoint and to
remove any such subordinate officers, agents or employees.
Ex. 3.2-5
<PAGE>
Section 4. Compensation of Principal Officers. The salaries
of the principal officers shall be fixed from time to time either
by the board of directors or by a committee of the board to which
such power may be delegated. The salaries of any other officers
shall be fixed by the President or by a committee or committees to
which he may delegate such power.
Section 5. Removal. Any officer may be removed, either with
or without cause, at any time, by resolution adopted by the board
of directors at any regular meeting of the board or at any special
meeting of the board called for the purpose at which a quorum is
present.
Section 6. Vacancies. A vacancy in any office may be filled
for the unexpired portion of the term in the manner prescribed in
these by-laws for election or appointment to such office for such
term.
Section 7. Chairman of the Board. The Chairman of the Board
shall preside at all meetings of the stockholders and directors at
which he may be present. He shall have such other authority and
responsibility and perform such other duties as may be determined
by the board of directors.
Section 8. President. The President shall be the chief
executive officer of the Company and as such shall have general
supervision and management of the affairs of the Company subject to
the control of the board of directors. He may enter into any
contract or execute any deeds, mortgages, bonds, contracts or other
instruments in the name and on behalf of the Company except in
cases in which the authority to enter into such contract or execute
and deliver such instrument, as the case may be, shall be otherwise
expressly delegated. In general he shall perform all duties
incident to the office of President as herein defined and all such
other duties as from time to time may be assigned to him by the
board of directors. In the absence of the Chairman of the Board,
the President shall preside at meetings of the stockholders and
directors.
Section 9. Vice Presidents. The Vice Presidents, in order of
their seniority unless otherwise determined by the board of
directors, shall in the absence or disability of the President
perform the duties and exercise the powers of such offices. The
Vice Presidents shall perform such other duties and have such other
powers as the President or the board of directors may from time to
time prescribe.
Section 10. Secretary. The Secretary shall attend all
sessions of the board and all meetings of the stockholders, and
record all votes and the minutes of all proceedings in a book to be
kept for that purpose, and shall perform like duties for the
committees of the board of directors when required. He shall give
or cause to be given, notice of all meetings of the stockholders
and of special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of
directors, or the President, under whose supervision he shall be.
He shall 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 the Treasurer or an
Assistant Secretary.
Section 11. Treasurer. The Treasurer shall have custody of
the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in the books belonging to
the
Ex. 3.2-6
<PAGE>
Company, and shall deposit all moneys and other valuable
effects in the name and to the credit of the Company in such
depositories as may be designated from time to time by the Board of
Directors.
He shall disburse the funds of the Company as may be ordered
by the board, taking proper vouchers for such disbursements, and
shall render to the President and board of directors at the regular
meetings of the board, or whenever they may require it, an account
of the financial condition of the Company.
If required by the board of directors, he shall give the
Company a bond, in such sum and with such surety or sureties as
shall be satisfactory to the board, 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.
Section 12. Controller. The Controller shall be in charge of
the accounts of the Company and shall perform such duties as from
time to time may be assigned to him by the President or by the
board of directors.
ARTICLE VI.
Shares and Their Transfer.
Section 1. Certificates for Stock. Certificates for shares
of capital stock of the Company shall be numbered, and shall be
entered in the books of the Company, in the order in which they are
issued.
Section 2. Regulations. The board of directors may make such
rules and regulations as it may deem expedient, not inconsistent
with the certificate of incorporation or these by-laws, concerning
the issue, transfer and registration of certificates for shares of
capital stock of the Company. It may appoint, or authorize any
principal officer or officers to appoint, one or more transfer
clerks or one or more transfer agents and one or more registrars,
and may require all such certificates to bear the signature or
signatures of any of them.
Section 3. Stock Certificate Signature. The certificates for
shares of the respective classes of such stock shall be signed by,
or in the name of the Company by, the Chairman of the Board, the
President or any Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, and where
signed (a) by a transfer agent or an assistant transfer agent or
(b) by a transfer clerk acting on behalf of the Company and a
registrar, the signature of any such Chairman of the Board,
President, Vice President, Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary may be facsimile. Each such
certificate shall exhibit the name of the holder thereof and number
of shares represented thereby and shall not be valid until
countersigned by a transfer agent.
The board of directors may, if it so determines, direct that
certificates for shares of any class or classes of capital stock of
the Company be registered by a registrar, in which case such
certificates will not be valid until so registered.
Ex. 3.2-7
<PAGE>
In case any officer of the Company who shall have signed, or
whose facsimile signature shall have been used on, any certificate
for shares of capital stock of the Company shall cease to be such
officer, whether because of death, resignation or otherwise, before
such certificate shall have been delivered by the Company, such
certificate shall nevertheless be deemed to have been adopted by
the Company and may be issued and delivered as though the person
who signed such certificate or whose facsimile signature shall have
been used thereon had not ceased to be such officer.
Section 4. Designations, Preferences, etc. on Certificates
for Stock. Certificates for shares of capital stock of the Company
shall state on the face or back thereof that the Company will
furnish without charge to each stockholder who so requests (which
request may be addressed to the Secretary of the Company or to a
transfer agent) a statement of the designations, preferences and
relative, participating, optional or other special rights of each
class of stock or series thereof which the Company is authorized to
issue and the qualifications, limitations or restrictions of such
preferences and/or rights.
Section 5. Stock Ledger. A record shall be kept by the
Secretary or by any other officer, employee or agent designated by
the board of directors of the name of the person, firm, or
corporation holding the stock represented by such certificates, the
number of shares represented by such certificates, respectively,
and the respective dates thereof, and in case of cancellation the
respective dates of cancellation.
Section 6. Cancellation. Every certificate surrendered to
the Company for exchange or transfer shall be canceled, and no new
certificate or certificates shall be issued in exchange for any
existing certificate until such existing certificate shall have
been so canceled.
Section 7. Transfers of Stock. Transfers of shares of the
capital stock of the Company shall be made only on the books of the
Company by the registered holder thereof or by his attorney
thereunto authorized on surrender of the certificate or
certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand
on the books of the Company shall be deemed the owner thereof for
all purposes as regards the Company; provided, however, that
whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary
or the transfer agent making such transfer, shall be so expressed
in the entry of transfer.
Section 8. Closing of Transfer Books. The board of directors
may by resolution direct that the stock transfer books of the
Company be closed for a period not exceeding 60 days preceding the
date of any meeting of the stockholders, or the date for the
payment of any dividend, or the date for the allotment of any
rights, or the date when any change or conversion or exchange of
capital stock of the Company shall go into effect, or for a period
not exceeding 60 days in connection with obtaining the consent of
stockholders for any purpose. In lieu of such closing of the stock
transfer books, the board may fix in advance a date, not exceeding
60 days preceding the date of any meeting of stockholders, or the
date for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, such
meeting, and any adjournment thereof, or to receive payment of any
such dividend, or to receive any such allotment of rights, or to
exercise the rights in
Ex. 3.2-8
<PAGE>
respect of any such change, conversion, or exchange of capital stock
or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Company after any record
date so fixed.
ARTICLE VII.
Miscellaneous Provisions.
Section 1. Corporate Seal. The board of directors shall
provide a corporate seal which shall be in the form of a circle and
shall bear the name of the Company and words and figures showing
that it was incorporated in the State of Delaware in the year 1964.
The Secretary shall be the custodian of the seal. The board of
directors may authorize a duplicate seal to be kept and used by any
other officer.
Section 2. Fiscal Year. The fiscal year of the Company shall
be fixed by resolution of the board of directors.
Section 3. Voting of Stocks Owned by the Company. The board
of directors may authorize any person in behalf of the Company to
attend, vote and grant proxies to be used at any meeting of
stockholders of any corporation in which the Company may hold
stock.
Section 4. Dividends. Subject to the provisions of the
certificate of incorporation, the board of directors may, out of
funds legally available therefor, at any regular or special meeting
declare dividends upon the capital stock of the Company as and when
they deem expedient. Dividends may be paid in cash, in property,
or in shares of capital stock of the Company, subject to the
provisions of the certificate of incorporation. Before declaring
any dividend there may be set apart out of any funds of the Company
available for dividends such sum or sums as the directors from time
to time in their discretion deem proper for working capital or as
a reserve fund to meet contingencies or for equalizing dividends or
for such other purposes as the directors shall deem conducive to
the interests of the Company.
ARTICLE VIII.
Indemnification of Officers, Directors,
Employees and Agents; Insurance.
Section 1. Indemnification.
(a) The Company may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by
or in the right of the Company) by reason of the fact that he is or
was a director, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys'
Ex. 3.2-9
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fees) and, except for an action by or in the right of the Company,
judgments, fines and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Except for an
action by or in the right of the Company, the termination of any
action, suit or proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in
good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had reasonable cause
to believe that his conduct was unlawful. With respect to an
action by or in the right of the Company, no indemnification shall
be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the Delaware Court of Chancery or
the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.
(b) To the extent that a director, officer, employee or agent
of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection
(a) or in defense of any claim, issue or matter therein, he shall
be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(c) Any indemnification under subsection (a) (unless ordered
by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in
subsection (a). Such determination shall be made (i) by the board
of directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (ii) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (iii) by the stockholders.
(d) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of
the final disposition of such action, suit or proceeding as
authorized by the board of directors in the manner provided in
subsection (c) upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be
indemnified by the Company as authorized in this section.
(e) The indemnification provided by this Article shall not be
deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in their official capacities and as to action in other
capacities while holding such offices, and shall continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Ex. 3.2-10
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Section 2. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status
as such, whether or not the Company would have the power to
indemnify him against such liability under the provisions of either
the General Corporation Law of the State of Delaware or of these
by-laws.
ARTICLE IX.
Amendments.
The by-laws of the Company may be altered, amended or repealed
either by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote in respect thereof and
represented in person or by proxy at any annual or special meeting
of the stockholders, or by the affirmative vote of a majority of
the directors then in office given at any regular or special
meeting of the board of directors. By-laws, whether made or
altered by the stockholders or by the board of directors, shall be
subject to alteration or repeal by the stockholders as in this
Article provided.
Ex. 3.2-11
