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EXHIBIT 3
BYLAWS
OF
PARALLEL PETROLEUM CORPORATION
(As Amended On May 15, 1986, May 4, 1994 and October 5, 2000)
ARTICLE I
OFFICES
Section 1.1 Registered Office. The registered office of the corporation
in the State of Delaware shall be in the City of Wilmington, County of New
Castle, and the name of its registered agent shall be The Corporation Trust
Company.
Section 1.2 Other Offices. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 Place of Meeting. All meetings of stockholders for the
election of directors shall be held at such place, either within or without the
State of Delaware, as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
Section 2.2 Annual Meeting.
(a) The annual meeting of stockholders shall be held at such
date and time as shall be designated from time to time by the Board of
Directors and stated in the notice of the meeting.
(b) At an annual meeting of the stockholders, only such
business shall be conducted as shall have been properly brought before
the meeting. To be properly brought before an annual meeting business
must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the board of directors, (b)
otherwise properly brought before the meeting by or at the direction of
the board of directors, or (c) otherwise properly brought before the
meeting by a stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have given timely
notice thereof in writing to the secretary of the corporation. To be
timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the
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corporation, not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days'
notice or prior public disclosure of the date of the meeting is given
or made to stockholders, notice by the stockholder to be timely must be
so received not later than the close of business on the 10th day
following the day on which such notice of the date of the annual
meeting was mailed or such public disclosure was made. A stockholder's
notice to the secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual
meeting, (b) the name and record address of the stockholder proposing
such business, (c) the class and number of shares of the corporation
which are beneficially owned by the stockholders, and (d) any material
interest of the stockholder in such business. Notwithstanding anything
in the Bylaws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in
this Section 2.2(b). The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was
not properly brought before the meeting and in accordance with the
provisions of this Section 2.2(b) and if he should so determine, he
shall so declare to the meeting, and any such business not properly
brought before the meeting shall not be transacted. At any special
meeting of the stockholders, only such business shall be conducted as
shall have been brought before the meeting by or at the direction of
the board of directors. (As amended October 5, 2000).
Section 2.3 Notice of Meeting. Written notice of the annual meeting
shall be served upon or mailed to each stockholder entitled to vote thereat at
such address as appears on the books of the corporation, at least ten (10) days
prior to the meeting.
Section 2.4 Voting List. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
Section 2.4 or the books of the corporation, or to vote in person or by proxy at
any meeting of stock holders.
Section 2.5 Special Meeting. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, the
President or by the Board of Directors or by written order of a majority of the
directors. The President or directors so calling any such meeting shall fix the
time and any place, either within or without the State of Delaware, as the place
for holding such meeting. (As amended May 4, 1994 and October 5, 2000).
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Section 2.6 Notice of Special Meeting. Written notice of a special
meeting of stockholders, stating the time and place and object thereof, shall be
served upon or mailed to each stockholder entitled to vote thereat at such
address as appears on the books of the corporation, at least ten (10) days
before such meeting.
Section 2.7 Scope of Special Meeting. Business transacted at all
special meetings shall be confined to the objects stated in the call.
Section 2.8 Quorum. The holders of a majority of the shares of capital
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at any meeting of stockholders
for the transaction of business, except as otherwise provided by statute or by
the Certificate of Incorporation or by these Bylaws. Notwithstanding the other
provisions of these Bylaws, the holders of a majority of the shares of capital
stock entitled to vote thereat, present in person or represented by proxy,
whether or not a quorum is present, 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. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the original meeting.
Section 2.9 Voting. When a quorum is present at any meeting of the
stockholders, the vote of the holders of a majority of the shares of capital
stock entitled to vote thereon, present in person or represented by proxy, shall
decide any question brought before such meeting, unless the question is one upon
which, by express provision of the statutes, of the Certificate of Incorporation
or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 2.10 Right to Vote. At any meeting of the stockholders, every
stockholder having the right to vote shall be entitled to vote in person, or by
proxy appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument provides for a longer period, and filed with the Secretary of the
corporation before or at the time of the meeting. If such instrument shall
designate two or more persons to act as proxies, unless such instrument shall
provide to the contrary, a majority of such persons present at any meeting at
which their powers thereunder are to be exercised shall have and may exercise
all the powers of voting or giving consents thereby conferred, or if only one be
present, then such powers may be exercised by that one; or, if an even number
attend and a majority do not agree on any particular issue, each proxy so
attending shall be entitled to exercise such powers in respect of the shares
proportionately.
Section 2.11 Consent of Stockholders. Any action required by statute to
be taken at any annual or special meeting of stockholders, or any action which
may be taken at any annual or special meeting of stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
all of the outstanding stock of the corporation.
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Section 2.12 Voting of Stock of Certain Holders. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the Bylaws of such corporation may prescribe, or in the
absence of such provision, as the Board of Directors or a duly authorized
managing director of such corporation may determine. Shares standing in the name
of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a
guardian, conservator or trustee may be voted by such fiduciary, either in
person or by proxy, but no such fiduciary shall be entitled to vote shares held
in such fiduciary capacity without a transfer of such shares into the name of
such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such
shares, unless in the transfer by the pledgor on the books of the corporation he
has expressly empowered the pledgee to vote thereon, in which case only the
pledgee, or his proxy, may represent the stock and vote thereon.
Section 2.13 Treasury Stock. The corporation shall not vote, directly
or indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of issued and outstanding shares for the
purposes of determining the presence of a quorum at any meeting of stockholders.
Section 2.14 Fixing Record Date.
(a) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the
Board of Directors may fix, in advance, a record date, which shall not
be more than sixty (60) nor less than ten (10) days before the date of
such meeting, no more than sixty (60) days prior to any other action,
for the determination of the stockholders entitled to notice of, and to
vote at, any such meeting or any adjournment thereof, or entitled to
receive payment of any dividend or other distribution or allotment of
any rights, or entitled to exercise any rights in respect of any
change, conversion or ex change of stock or for the purpose of any
other lawful action. If the Board of Directors fix, in advance, a
record date as herein provided, then, in such case, such stockholders,
and only such stockholders, as shall be stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at, any
such meeting or any adjournment thereof, or entitled to receive payment
of any dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change, conversion or
exchange of stock, or for the purpose of any other lawful action, as
the case may be, notwithstanding any transfer of any stock on the books
of the corporation after any such record date is fixed as aforesaid.
(b) In order that the corporation may determine the
stockholders entitled to consent to corporate action in writing without
a meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date shall
not be more than ten (10) days after the date upon which the resolution
fixing the record date is adopted by the Board of Directors. Any
stockholder of record seeking to have the stockholders authorize
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or take corporate action by written consent shall, by written notice to
the secretary, request the Board of Directors to fix a record date. The
Board of Directors shall promptly, but in all events within ten (10)
days after the date of which such a request is received, adopt a
resolution fixing the record date. If no record date has been fixed by
the Board of Directors within ten (10) days of receipt of such request,
the record date for determining the stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by
the board of directors is required by applicable law, shall be the
first date on which a signed written consent setting forth the action
taken or proposed to be taken is delivered to the corporation by
delivery to its registered office in the State of Delaware, its
principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of stockholders'
meetings are recorded, to the attention of the secretary of the
corporation. Delivery shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the
board of directors and prior action by the Board of Directors is
required by applicable law, the record date for determining
stockholders entitled to consent to corporate action in writing without
a meeting shall be at the close of business on the date on which the
Board of Directors adopts the resolution taking such prior action.
(c) In the event of the delivery, in the manner provided by
Section 2.14(b), to the corporation of the requisite written consent or
consents to take corporate action and/or any related revocation or
revocations, the corporation shall engage independent inspectors of
elections for the purpose of performing promptly a ministerial review
of the validity of the consents and revocations. For the purpose of
permitting the inspectors to perform such review, no action by written
consent without a meeting shall be effective until such date as the
independent inspectors certify to the corporation that the consents
delivered to the corporation in accordance with Section 2.14(b)
represent at least the minimum number of votes that would be necessary
to take the corporate action. Nothing contained in this Section 2.14(c)
shall in any way be construed to suggest or imply that the Board of
Directors or any stockholder shall not be entitled to contest the
validity of any consent or revocation thereof, whether before or after
such certification by the independent inspectors, or to take any other
action (including, without limitation, the commencement, prosecution,
or defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).
(d) Every written consent shall bear the date of signature of
each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless,
within sixty (60) days of the earliest dated written consent received
in accordance with Section 2.14(b), a written consent or consents
signed by a sufficient number of holders to take such action are
delivered to the corporation in the manner prescribed in Section
2.14(b). (As amended October 5, 2000).
Section 2.15 Nomination of Directors. Only persons who are nominated in
accordance with the procedures set forth in this Section 2.15 shall be eligible
for election as directors. Nominations of persons for election to the Board of
Directors of the corporation may be made at a meeting of stockholders by or at
the direction of the Board of Directors, by any nominating committee or person
appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the
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election of directors at the meeting who complies with the notice procedures set
forth in this Section 2.15. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in
writing to the secretary of the corporation. To be timely, a stockholder's
notice shall be delivered or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days prior to
the meeting; provided, however, that in the event that less than 70 days' notice
or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be so received not
later than the close of business on the 10th day following the day on which such
notice of the date of the meeting was mailed or such public disclosure was made.
Such stockholder's notice shall set forth (a) as to each person whom the
stockholder proposes to nominate for election or re-election as a director, (i)
the name, age, business address and residence address of such person, (ii) the
principal occupation or employment of such person, (iii) the class and number of
shares of the corporation which are beneficially owned by such person and (iv)
any other information relating to such person that is required to be disclosed
in solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended (including without limitation such person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected); and (b) as to the stockholder giving the notice (i) the name and
record address of such stockholder and (ii) the class and number of shares of
the corporation which are beneficially owned by such stockholder. No person
shall be eligible for election as a director of the corporation unless nominated
in accordance with the procedures set forth in this Section 2.15. 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
the Bylaws, and if he should so determine, he shall so declare to the meeting
and the defective nomination shall be disregarded. (As amended October 5, 2000).
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 Powers. The property and business of the corporation shall
be managed by or under the direction of its Board of Directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the Certificate of Incorporation or by these
Bylaws directed or required to be exercised or done by the stockholders.
Section 3.2 Number, Selection and Term. The number of directors which
shall constitute the whole Board shall from time to time be fixed and determined
by resolution adopted by the Board of Directors. The number to be elected at any
meeting of stockholders shall be set forth in the notice of any meeting of
stockholders held for such purpose. The directors shall be elected at the annual
meeting of stockholders, except as provided in Section 3.3, and each director
elected shall hold office until his successor shall be elected and shall
qualify, or until his earlier death, resignation, retirement, disqualification
or removal. Directors need not be residents of Delaware or stockholders of the
corporation.
Section 3.3 Vacancies, Additional Directors and Removal From Office. If
any vacancy occurs in the Board of Directors caused by the death, resignation,
retirement, disqualification or
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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 to fill such vacancy or the newly-created
directorship; and a director so chosen shall hold office until the term of the
director whose vacancy is filled expires and until his successor shall be duly
elected and shall qualify, or until his earlier death, resignation, retirement,
disqualification or removal, or until the next annual meeting of stockholders,
whichever shall first occur. Any director may be removed, with or without cause,
by the holders of a majority of the shares then entitled to vote for an election
of directors at any special meeting of stockholders duly called and held for
such purpose.
Section 3.4 Resignation. Any director may resign at any time by written
notice to the corporation. Any such resignation shall take effect at the date of
receipt of such notice or at any other time specified therein, and, unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective. Any director who does not, for any reason
whatsoever, stand for election at any meeting of stockholders called for such
purpose shall be conclusively deemed to have resigned, effective as of the date
of such meeting, for the purposes of these Bylaws, and the corporation need not
receive any written notice to evidence such resignation.
Section 3.5 Meetings of the Board. The directors of the corporation may
hold their meetings, both regular and special, either within or without the
State of Delaware.
Section 3.6 Regular Meetings. A regular meeting of each newly elected
board shall be held immediately following the annual meeting of stockholders,
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting provided a quorum shall be present.
Other regular meetings of the board may be held without notice at such time and
place as the Board of Directors may provide by resolution.
Section 3.7 Special Meetings. A special meeting of the Board of
Directors may be called by the Chairman of the Board or by the President. The
Chairman or President so calling any such meeting shall fix the time and any
place, either within or without the State of Delaware, as the place for holding
such meeting.
Section 3.8 Notice of Special Meeting. Written notice of special
meetings of the Board of Directors shall be given to each director at least
forty-eight (48) hours prior to the time of such meeting. Any director may waive
notice of any meeting. The attendance of a director at any meeting shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting solely for the purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither the business to
be transacted at, nor the purpose of, any special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting,
except that notice shall be given with respect to any matter to be acted upon at
such special meeting where notice is required by statute.
Section 3.9 Quorum. A majority of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors,
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except as may be otherwise specifically provided by statute, by the Certificate
of Incorporation or by these Bylaws. If a quorum shall not be present at any
meeting of the Board of Directors, a majority of the directors present thereat,
though less than a quorum, may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 3.10 Action Without Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action required or permitted
to be taken at any meeting of the Board of Directors, or of any committee
thereof as provided in Article IV of these Bylaws, may be taken without a
meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with
the minutes of proceedings of the Board or committee.
Section 3.11 Compensation. Directors, as such, shall not be entitled to
any stated salary for their services unless voted by the stockholders or the
Board of Directors; but by resolution of the Board of Directors, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular or
special meeting of the Board of Directors or any meeting of a committee or
directors. No provision of these Bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV
COMMITTEE OF DIRECTORS
Section 4.1 Designations, Powers and Name. The Board of Directors may,
by resolution passed by a majority of the whole Board, designate one or more
committees, including, if they shall so determine, an Executive Committee, each
such committee to consist of two or more of the directors of the corporation.
The committee shall have and may exercise such of the powers of the Board of
Directors in the management of the business and affairs of the corporation as
may be provided in such resolution; provided, however, that no such committee
shall have the power or authority in reference to amending the Certificate of
Incorporation (except that a committee may, to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board of Directors, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock in the corporation), adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the Bylaws of the corporation; and,
provided further, that, unless the resolution establishing the committee
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock. The committee may
authorize the seal of the corporation to be affixed to all papers which may
require it. The Board of Directors may designate one or more directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting. 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.
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Section 4.2 Minutes. Each committee of directors shall keep regular
minutes of its proceedings and report the same to the Board of Directors when
required.
Section 4.3 Compensation. Members of special or standing committees may
be allowed compensation for attending committee meetings, if the Board of
Directors shall so determine.
ARTICLE V
NOTICE
Section 5.1 Methods of Giving Notice. Whenever under the provisions of
any statute, the Certificate of Incorporation or these Bylaws notice is required
to be given to any director, member of any committee or stockholder, such notice
shall be in writing and delivered personally or mailed to such director, member
or stockholder; provided, however, that in the case of a director or a member of
any committee, such notice, unless required by statute, the Certificate of
Incorporation or these Bylaws to be in writing, may be given orally or by
telephone or telegram. If mailed, notices to a director, member of a committee
or stockholder shall be deemed to be given when deposited in the United States
mail first class in a sealed envelope, with postage thereon prepaid, addressed,
in the case of a stockholder, to the stockholder at the stockholder's address as
it appears on the records of the corporation or, in the case of a director or a
member of a committee, to such person at his business address. If sent by
telegraph, notice to a director or member of a committee shall be deemed to be
given when the telegram, so addressed, is delivered to the telegraph company.
Section 5.2 Written Waiver. Whenever any notice is required to be given
under the provisions of any statute, the Certificate of Incorporation or these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VI
OFFICERS
Section 6.1 Officers. The officers of the corporation shall be a
president, vice president, a secretary and a treasurer. The board may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board. Two or more offices may be
held by the same person, except that the offices of president and secretary
shall not be held by the same person. No officer shall execute, acknowledge,
verify or countersign any instrument on behalf of the corporation in more than
one capacity, if such instrument is required by law, by these Bylaws or by any
act of the corporation to be executed, acknowledged, verified or countersigned
by two or more officers.
Section 6.2 Election and Term of Office. The Board of Directors at its
first meeting after each annual meeting of stockholders shall choose a president
from its members, and shall choose one or more vice-presidents, a secretary and
a treasurer. None of the officers need be a director, and none
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of the officers need be a stockholder of the corporation. The officers of the
corporation shall hold office until their successors are chosen and qualify in
their stead.
Section 6.3 Removal and Resignation. Any officer or agent elected or
appointed by the Board of Directors may be removed without cause by the
affirmative vote of a majority of the Board of Directors whenever, in its
judgment, the best interests of the corporation shall be served thereby, but
such removal shall be without prejudice to the contractual rights, if any, of
the person so removed. Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take effect at the date of
the receipt of such notice or at any later time specified therein, and unless
otherwise specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Section 6.4 Vacancies. Any vacancy occurring in any office of the
corporation by death, resignation, removal or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 6.5 Salaries. The salaries of all officers and agents of the
corporation shall be fixed by the Board of Directors or pursuant to its
direction; and no officer shall be prevented from receiving such salary by
reason of his also being a director.
Section 6.6 President. The president shall be the chief executive
officer of the corporation; he shall preside at all meetings of the stockholders
and directors, shall be ex officio a member of all standing committees, shall
have general and active management of the business of the corporation, and shall
see that all orders and resolutions of the board are carried into effect. He
shall execute contracts, sales agreements, licensing and royalty agreements,
bonds, mortgages, deeds of trust, deeds, leases, agreements and instruments
necessary or desired in the transaction of the authorized business of the
corporation and, if requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the Board of Directors to some other officer or agent of the corporation.
Section 6.7 Vice President. The vice presidents in the order of their
seniority shall, in the absence or disability of the president, perform the
duties and exercise the powers of the president, and shall perform such other
duties as the Board of Directors shall prescribe.
Section 6.8 Secretary and Assistant Secretaries. 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 standing committees when required.
He shall give, or cause to be given, notice of all meetings of the stockholders
and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or president, under whose
supervision he shall be. He shall keep in safe custody the seal of the
corporation and, when authorized by the board, affix the same to any instrument
requiring it and, when so fixed, it shall be attested by his signature or by the
signature of the treasurer or an assistant secretary. The assistant secretaries
in order of their seniority shall, in the absence or
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disability of the secretary, perform the duties and exercise the powers of the
secretary and shall perform such other duties as the Board of Directors shall
prescribe.
Section 6.9 Treasurer and Assistant Treasurers. The treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may
be ordered by the board, taking proper vouchers for such disbursements, and
shall render to the president and directors, at the regular meetings of the
board, or whenever they may require it, an account of all his transactions as
treasurer and of the financial condition of the corporation. If required by the
Board of Directors, he shall give the corporation a bond (which shall be renewed
every six years) 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 corporation, 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 corporation. The assistant treasurers in the order of
their seniority shall, in the absence or disability of the treasurer, perform
the duties and exercise the powers of the treasurer and shall perform such other
duties as the Board of Directors shall prescribe.
ARTICLE VII
CONTRACTS, CHECKS AND DEPOSITS
Section 7.1 Contracts. Subject to the provisions of Section 6.1, the
Board of Directors may authorize any officer, officers, agent or agents to enter
into any contract or execute and deliver any instrument for and in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific instances.
Section 7.2 Checks, etc. All checks, demands, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers or such
agent or agents of the corporation, and in such manner, as shall be determined
by the Board of Directors.
Section 7.3 Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
ARTICLE VIII
CERTIFICATES OF STOCK
Section 8.1 Issuance. Each stockholder of this corporation shall be
entitled to a certificate or certificates showing the number of shares of stock
registered in such stockholder's name on the books of the corporation. The
certificates shall be in such form as may be determined by the Board
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of Directors, shall be issued in numerical order and shall be entered in the
books of the corporation as they are issued. They shall exhibit the holder's
name and number of shares and shall be signed by the President or Vice President
and by the Secretary or an Assistant Secretary. Any or all of the signatures on
the certificate may be a facsimile. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the
powers, designations, preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and rights shall be set forth in
full or summarized on the face or back of the certificate which the corporation
shall issue to represent such class or series of stock; provided, however, that
except as otherwise provided by statute, in lieu of the foregoing requirements,
there may be set forth on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock, a statement
that the corporation will furnish without charge to each stockholder who so
requests a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights. All certificates surrendered to the corporation for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, stolen, destroyed or mutilated
certificate a new one may be issued therefor upon such terms and with such
indemnity, if any, to the corporation as the Board of Directors may prescribe.
Certificates shall not be issued representing fractional shares of stock. If any
stock certificate is signed (1) by a transfer agent or an assistant transfer
agent or (2) by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such officer may be facsimile.
Section 8.2 Lost Certificates. The corporation may issue a new
certificate or certificates in place of any certificate or certificates
heretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. The corporation may,
in its discretion and as a condition precedent to the issuance thereof, require
the owner of such lost, stolen or destroyed certificates, or his legal
representative, to advertise the same in such manner as it shall require or to
give the corporation a bond sufficient to indemnify it against any claim that
may be made against the corporation with respect to the certificate or
certificates alleged to have been lost, stolen or destroyed or the issuance of
such new certificate.
Section 8.3 Transfers. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of suc cession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfer of shares shall be made only on the books
of the corporation by the registered holder thereof, or by such holder's
attorney thereunto authorized by power of attorney and filed with the Secretary
of the corporation or the transfer agent.
Section 8.4 Registered Stockholders. The corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of
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any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.
ARTICLE IX
DIVIDENDS
Section 9.1 Declaration. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of capital stock, subject to the provisions of the Certificate of
Incorporation.
Section 9.2 Reserve. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the Board of Directors from time to time, in its absolute discretion,
thinks proper as a reserve or reserves to meet contingencies or for equalizing
dividends, or for repairing or maintaining any property of the corporation, or
for such other purpose as the Board of Directors shall think conducive to the
interests of the corporation, and the Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
INDEMNIFICATION
(As Amended May 15, 1986)
Section 10.1. Indemnification of Directors, Officers and Employees. The
corporation shall indemnify to the full extent authorized by law any person who
may be or is involved, as a party or otherwise, in an action, suit or
proceeding, whether criminal, civil, administrative or investigative, by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the corporation or any predecessor of the corporation or serves or
served any other enterprise as a director, officer or employee at the request of
the corporation or any predecessor of the corporation. In addition to the
foregoing, the corporation shall, upon request of any such person described
above and to the fullest extent permitted by law, pay or reimburse the
reasonable expenses incurred by such person in any action, suit, or proceeding
described above in advance of the final disposition of such action, suit, or
proceeding.
Section 10.2. Insurance. The corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, trustee, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and
incurred by such person in any such capacity or arising out of such person's
status as such, whether or not the corporation would have the power to indemnify
such person against such liability.
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ARTICLE XI
MISCELLANEOUS
Section 11.1 Fiscal Year. The fiscal year of the corporation shall be
fixed by the resolution of the Board of Directors.
Section 11.2 Books. The books of the corporation may be kept (subject
to any provision contained in the statutes) outside the State of Delaware at the
offices of the corporation at Midland, Texas, or at such other place or places
as may be designated from time to time by the Board of Directors.
Section 11.3 Annual Statement. The Board of Directors shall present at
each annual meeting and when called for by vote of the stockholders at any
special meeting of the stockholders, a full and clear statement of the business
and conditions of the corporation.
Section 11.4 Seal. The corporate seal shall have ascribed thereon the
name of the corporation, and the words "Corporate Seal, Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
otherwise reproduced.
ARTICLE XII
AMENDMENT
These Bylaws may be altered, amended or repealed at any regular or
special meeting of the Board of Directors, without prior notice, by resolution
adopted thereat.
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