BY-LAWS
of
MILLER CONTRACT DRILLING, INC.
ARTICLE ONE
Officers and Their Election
Section 1. OFFICERS
The officers of the corporation shall be a President, a Treasurer, a
Clerk/Secretary, a Board of Directors (hereinafter sometimes referred to as
the "Board") of such number, not less than one nor more than seven, as the
stockholders having voting power from time to time at each annual meeting, or
at any special meeting called at least in part for the purpose, shall
determine (or in the absence of such express determination, shall elect), and
such Vice Presidents, Assistant Treasurers and other officers and agents as
may from time to time be appointed by vote of the Board. It shall not be
necessary for any Director or other officer to be a holder of stock in the
corporation. Any individual may hold any number of offices.
Section 2. ELECTION OF OFFICERS
The Directors, Treasurer and Clerk/Secretary shall be elected annually by
ballot by such stockholders as have the right to vote. The President shall be
elected annually by ballot by and from the Board. If the stockholders having
voting power shall at any annual meeting, or at a special meeting called at
least in part for the purpose, increase the number of Directors, they may at
the same or any subsequent meeting elect the additional Directors provided
for, who shall hold office until the next annual election of Directors.
Subject to the provisions of the immediately preceding sentence and of the
following section, the officers hereinbefore in this section referred to shall
hold office for one (1) year and until their successors are chosen and
qualified; and if chosen to fill a vacancy, shall, unless sooner removed under
the provisions of the following section, hold office for the unexpired term of
the office in which such vacancy was filled and until a successor shall be
chosen and qualified. All other officers shall hold office at the will of the
Board.
Section 3. RESIGNATIONS AND REMOVALS
Any officer of the corporation may resign by filing with the President or with
the Board or with the Clerk a written resignation which shall take effect on
being so filed or at such other time as may be therein specified. The
Directors may at any meeting of the Board remove from office any officer
chosen by the Directors. The stockholders having voting power, and prior to
the issue of stock the incorporators, may, at any special meeting of
stockholders, or incorporators, as the case may be, called at least in part
for the purpose, remove from office any Director or other officer elected by
the incorporators or stockholders.
Section 4. VACANCIES
Any vacancy at any time existing in the Board or in any other office, may be
filled by the Board at any regular or special meeting. The stockholders having
voting power, and prior to the issue of stock the incorporators, may, at a
special meeting called at least in part for the purpose, choose a successor to
a Director or other officer chosen by them whose office is vacant, and the
person so chosen shall displace any successor chosen by the Directors.
ARTICLE TWO
Powers and Duties of Officers
Section 1. DIRECTORS
The Board of Directors, subject to any action at any time taken by such
stockholders as then have the right to vote, shall have the entire charge,
control and management of the corporation, its property and business and may
exercise all or any of its powers. Among other things the Board may, subject
as aforesaid:
(1) appoint and at its discretion remove or suspend such subordinate officers,
agents and employees as it from time to time thinks fit and determine their
duties and fix and, from time to time as it sees fit, change their
compensation;
(2) fix and, from time to time as it sees fit, change all salaries;
(3) appoint any officer, permanently or temporarily as it sees fit, to have
the powers and perform the duties of any other officer;
(4) delegate any of the powers of the Board to any committee, officer or
agent;
(5) appoint any persons to be agents of the corporation (with the power to
sub-delegate) and upon such terms as it sees fit;
(6) appoint any person or persons to accept and hold in trust for the
corporation any property belonging to the corporation or in which it is
interested and causes such instruments to be executed, and do and cause to be
done such things as it may deem requisite, in relation to any such trust; and,
(7) determine the amounts to be distributed as dividends.
Section 2. PRESIDENT
The President when present shall preside at all meetings of the stockholders
and of the Directors. It shall be his duty and he shall have the power to see
that all orders and resolutions of the Board are carried into effect. The
President, as soon as reasonably possible after the close of each fiscal year,
shall submit to the Board a report of the operations of the corporation for
such year and a statement of its affairs and shall from time to time report to
the Board all matters within his knowledge which the interests of the
corporation may require to be brought to its notice. The President shall
perform such duties and have such powers additional to the foregoing as the
Board shall designate.
Section 3. VICE PRESIDENTS
In the absence or disability of the President, his powers and duties shall be
performed by the Vice President, if only one, or, if more than one, by the one
designated for the purpose by the Board. Each Vice President shall have such
other powers and perform such other duties as the Board shall from time to
time designate.
Section 4. TREASURER
The Treasurer 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 shall be designated by the Board or in the
absence of such designation in such depositories as he shall from time to time
deem proper. He shall disburse the funds of the corporation as shall be
ordered by the Board, taking proper vouchers for such disbursements. He shall
promptly render to the President and to the Board such statements of his
transactions and accounts as the President and Board respectively may from
time to time require. If required by the Board he shall give bond in such
amount, with such security and in such form as the Board shall determine. The
Treasurer shall perform such duties and have such powers additional to the
foregoing as the Board may designate.
Section 5. ASSISTANT TREASURERS
In the absence or disability of the Treasurer, his powers and duties shall be
performed by the Assistant Treasurer, if only one, or, if more than one, by
the one designated for the purpose by the Board. Each Assistant Treasurer
shall have such other powers and perform such other duties as the Board shall
from time to time designate.
Section 6. CLERK/SECRETARY
The Clerk/Secretary shall be a resident of the State of Tennessee shall be
sworn to the faithful discharge of his duties. It shall be his duty to record
in books kept for the purpose all votes and proceedings of the stockholders
and of the Directors at their meetings. Unless the Board shall appoint a
transfer agent and/or registrar or other officer or officers for the purpose,
the Clerk/Secretary shall be charged with the duty of keeping, or causing to
be kept, accurate records of all stock outstanding, stock certificates issued
and stock transfers; and subject to such other or different rules as shall be
adopted from time to time by the Board, such records may be kept solely in the
stock certificate books. The Clerk/Secretary shall perform such duties and
have such powers additional to the foregoing as the Board shall designate.
ARTICLE THREE
Stockholders' Meetings
Section 1. ANNUAL MEETING
The annual meeting of stockholders of the corporation shall be held at the
office of the corporation at Livingston, Tennessee, or at such other place in
the State of Tennessee:
(1) as the Board of Directors shall fix, or in the absence of
any such designation as may be designated by the Clerk/Secretary
in the notice thereof, or,
(2) to which any annual meeting of the stockholders shall
adjourn, on the 15th of May, in each year, to elect officers,
hear reports of the officers and transact other business.
Section 2. SPECIAL MEETINGS
Special meetings of the stockholders may be called by the President or by a
majority of the Directors, and shall be called by the Clerk/Secretary, or in
case of the death, absence, incapacity or refusal of the Clerk/Secretary, by
any other officer, upon written application of one or more stockholders who
are entitled to vote at the meeting and who hold at least one-tenth (1/10)
part in interest of the capital stock entitled to vote at the meeting, stating
the time, place and purpose of the meeting. No call of a special meeting of
the stockholders shall be required if such call shall have been waived in
writing (including a telegram) by every stockholder entitled to notice
thereof, or by his attorney thereunto authorized. All special meetings of the
stockholders shall be held at the office of the corporation in Livingston,
Tennessee or at such other place in the State of Tennessee as:
(1) shall be designated by the Board or, in the absence of such designation by
the Directors, as may be designated in the call thereof by the person or
persons calling said meeting; or,
(2) to which any special meeting of the stockholders may adjourn; or,
(3) shall have been approved in writing (including a telegram) by every
stockholder entitled to notice thereof, or his attorney thereunto authorized;
or,
(4) at which every stockholder entitled to notice shall be present or
represented.
Section 3. QUORUM
At any meeting of stockholders a quorum for the transaction of business (which
term shall include, without limitation, the election of any Director or other
officer other than the President, whether for a fill term or to fill a
vacancy) shall consist of one or more individuals appearing in person and/or
as proxies and owning and/or representing a majority of the shares of the
corporation then outstanding and entitled to vote, provided that less than
such quorum shall have power to adjourn the meeting from time to time.
Section 4. NOTICES
Notice of all meetings of stockholders shall be given as follows, to-wit:
A written notice, stating the place, day and hour thereof, shall be given by
the Clerk/Secretary, at least seven (7) days before the meeting, to each
stockholder entitled to vote thereat and to each stockholder who, under the
Agreement of Association or any amendment thereof or under the By-laws, is
entitled to such notice, by leaving such notice with him or at his residence
or usual place of business, or by mailing it, postage prepaid, and addressed
to such stockholder at his address as it appears upon the books of the
corporation. Notices of all meetings of stockholders shall state the purposes
for which the meetings are called. No notice of the time, place or purpose of
any regular or special meeting of the stockholders shall be required if every
stockholder entitled to notice thereof, or his attorney thereunto authorized,
in writing (including a telegram) which is filed with the records of the
meeting, waives such notice, and, in the event of such waiver as aforesaid of
notice of a special meeting of the stockholders, no call of such special
meeting shall be required.
ARTICLE FOUR
Directors Meetings
Section 1. ANNUAL MEETING
Immediately after each annual meeting of stockholders, and at the place
thereof, if a quorum of the Directors elected at the meeting were present
thereat, there shall be a meeting of the Directors without notice; but if a
quorum of the Directors chosen at any annual meeting of stockholders were not
present at such meeting, or if present do not proceed immediately thereafter
to hold a meeting of the Board, the annual meeting of the Directors shall be
called in the manner hereinafter provided with respect to the call of special
meetings of Directors.
Section 2. REGULAR MEETINGS
Regular meetings of the Board of Directors may be held at such times and
places as shall from time to time be fixed by vote of the Board and no notice
need be given of regular meetings held at times and places so fixed, PROVIDED,
HOWEVER, that any vote relating to the holding of regular meetings shall
remain in force only until the next annual meeting of stockholders and that if
at any meeting of Directors at which a vote is adopted fixing the times or
place or places for any regular meetings any Director is absent no meeting
shall be held pursuant to such vote until either each such absent Director has
in writing or by telegram approved the vote or seven (7) days have elapsed
after a copy of the vote certified by the Clerk/Secretary has been mailed,
postage prepaid, addressed to each such absent Director at his last known home
or business address.
Section 3. SPECIAL MEETINGS
Special meetings of the Directors may be called by the President or by the
Treasurer or by any two (2) Directors.
Section 4. QUORUM
At any meeting of the Board of Directors a majority of the number of Directors
required to constitute a fill Board as fixed in or determined pursuant to
these By-laws as then in effect, shall constitute a quorum for the transaction
of business; provided always that any number of Directors (whether one or more
and whether or not constituting a quorum) present at any meeting or at any
adjourned meeting may make any reasonable adjournment thereof
Section 5. NOTICES
Notices of any special meeting of the Directors shall be given by the
Clerk/Secretary to each Director, by mailing to him, postage prepaid, and
addressed to him at his address as registered on the books of the corporation,
or if not so registered at his last known home or business address, a written
notice of such meeting at least four (4) days before the meeting or by
delivering such notice to him at least forty-eight (48) hours before the
meeting or by sending to him at least forty-eight (48) hours before the
meeting, by prepaid telegram addressed to him at such address, notice of such
meeting. Notices of Directors meetings need not specify the purposes thereof
If the Clerk/Secretary reflects or neglects for more than twenty-four (24)
hours after receipt of the call by him to give notice of such special meeting,
of if the office of Clerk/Secretary is vacant, or the Clerk/Secretary is
absent from the State of Tennessee, or incapacitated, such notice may be given
by the President or any Director.
Section 6. PLACE OF MEETING
Except as otherwise provided in Sections 1, 2, and 7 of this ARTICLE, all
meetings of the Board shall be held at the office of the corporation in the
State of Tennessee, or at such other place, wherever situated, within or
without the State of Tennessee, as the person or persons calling said meeting
shall designate in the call thereof, or as the Directors shall by majority
vote have designated as a place for Directors meetings, but any meeting may
adjourn to any other place.
Section 7. SPECIAL ACTION
When all the Directors (provided they include at least a majority of the
number of Directors required at the time to constitute a fill Board as fixed
in or determined pursuant to these By-laws as then in effect) shall be present
at any meeting, however called, or wherever held, or shall in writing
(including a telegram) have waived notice of a meeting or after a meeting
shall have approved in writing the record thereof, the acts of such meeting,
whether or not it was duly called and whether or not the absent Directors, if
any, were given notice thereof, and wherever it was held, shall be valid in
all respects as if such meeting had been regularly called and held.
ARTICLE FIVE
Provisions Relating to Capital Stock
Section 1. CERTIFICATES OF STOCK
Each stockholder shall be entitled to a certificate or certificates
representing in the aggregate the shares owned by him and certifying the
number and class thereof, which shall be in such form as the Board shall
adopt. Each certificate of stock shall be signed by the President or a Vice
President and by the Treasurer or an Assistant Treasurer, and shall be sealed
with the corporation s seal.
Section 2. TRANSFER OF STOCK
The stock of the corporation shall be transferable, so as to affect the rights
of the corporation, only by transfer recorded on the books of the corporation,
in person or by duly authorized attorney, and upon the surrender of the
certificate or certificates properly endorsed or assigned.
Section 3. EQUITABLE INTERESTS NOT RECOGNIZED
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 shall not be bound to
recognize any equitable or other claim to or interest in such share or shares
on the part of any other person except as may be otherwise expressly provided
by law.
Section 4. LOST OR DESTROYED CERTIFICATES
The Directors of the corporation may, subject to General Laws, Chapter 155,
Section 42, as amended from time to time, determine the conditions upon which
a new certificate of stock may be issued in place of any certificate alleged
to have been lost or destroyed. They may, in their discretion, require the
owner of a lost or destroyed certificate, or his legal representative, to give
a bond with sufficient surety to the corporation in a sum not to exceed double
the market value of the stock to indemnify the corporation against any loss or
claim which may arise by reason of issue of a certificate in place of such
lost or destroyed stock certificate.
ARTICLE SIX
Stock in Other Corporations
The Board may appoint any person or persons to waive notice of and to act as
proxy or proxies or attorney or attorneys in fact of the corporation (with or
without powers of substitution) at
any meeting of the stockholders or election of Directors or other officers of
any corporation stock in which shall be held by this corporation.
ARTICLE SEVEN
Inspection of Books
Books, accounts, documents and records of the corporation shall be open to
inspection by any member of the Board at all times during the usual hours of
business. The Directors may from time to time make reasonable regulations as
to the time, place and manner of inspection by the stockholders of the books,
accounts, documents and records of the corporation. No stockholder shall have
any right of inspecting any book, account, document or record of the
corporation except as conferred by law or authorized by the Directors or by
vote of the stockholders at the time entitled to vote.
ARTICLE EIGHT
Checks, Notes, Drafts and Other Instruments
Checks, notes, crafts and other instruments for the payment of money drawn or
endorsed in the name of the corporation may be signed by any officer or
officers or person or persons authorized by the Board of Directors to sign the
name. No officer or person shall sign any such instrument as aforesaid unless
authorized by said Board to do so.
ARTICLE NINE
Seal
The seal of the corporation shall be circular in form, bearing the inscription
"MILLER CONTRACT DRILLING, INC. 1978" The Treasurer shall have custody of the
seal and may affix it (as may any other officer if authorized by the
Directors) to any instrument requiring the corporate seal.
ARTICLE TEN
Fiscal Year
The fiscal year of the corporation shall be the year ending with the 30th day
of April in each year.
ARTICLE ELEVEN
Amendments
Prior to the issue of stock, these By-laws may be amended at any meeting of
the incorporator. by majority vote. After the issue of stock these By-laws may
be amended by affirmative vote of one or more individuals appearing in person
and/or as proxies and owning and/or representing a majority of the shares of
the capital stock at the time outstanding and entitled to vote, at any annual
or special meeting of stockholders in the notice of which it is in substance
stated that an amendment of the By-laws will be proposed.
ARTICLE TWELVE
Powers and Duties of Incorporators
Whenever in these By-laws reference is made to action by or the powers or
duties of stockholders, such action, powers and duties may, prior to the issue
of stock, be taken or exercised by the incorporators.
ARTICLE THIRTEEN
Effect of Provisions of Law, Agreement of Association, etc.
Each of the provisions of these By-laws shall be subject to and controlled by
any specific provisions of the law, the Articles of Organization, and
Agreement of Association, all as amended from time to time, which relate to
their subject matter, and shall also be subject to any exceptions, or more
specific provisions dealing with the same subject matter, appearing elsewhere
in these By-Laws as amended from time to time.
