SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-B
Registration of Securities of Certain Successor Issuers
Filed Pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934
CHESAPEAKE ENERGY CORPORATION
Incorporated under the laws of the I.R.S. Employer
State of Oklahoma Identification Number
73-1395733
6100 North Western Avenue
Oklahoma City, Oklahoma 73115
405/848-8000
Securities to be registered pursuant to Section 12(b) of the Act
Title of each class Name of each exchange on
to be so registered which registered
Common Stock, Par Value $0.01 New York Stock Exchange
9-1/8% Senior Notes due 2006 New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
<PAGE>
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. General Information
(a) Chesapeake Energy Corporation, an Oklahoma corporation,
was incorporated on November 19, 1996 (the "Registrant"). Its
predecessor, Chesapeake Energy Corporation, a Delaware corporation,
was incorporated in Delaware on December 26, 1991 (the
"Predecessor").
(b) The Registrant's fiscal year ends June 30.
ITEM 2. Transaction of Succession
(a) At the time of succession, the sole shareholder of the
Registrant will be the Predecessor. The Predecessor's common stock,
par value $0.10, and the Predecessor's 9-1/8% Senior Notes due 2006
("Predecessor Senior Notes") were registered under Section 12(b) of
the Securities Exchange Act of 1934 (the "Act").
(b) At 5:00 p.m., CST, on December 31, 1996 (the "Effective
Time of the Merger"), the Registrant will succeed to the business
of the Predecessor pursuant to a merger of the Predecessor with and
into the Registrant (the "Merger"). The Registrant is presently a
transitory, wholly-owned subsidiary of the Predecessor, and the
sole purpose of the Merger is to effect a reincorporation of the
Predecessor in Oklahoma, in accordance with the terms of the
Certificate of Ownership and Merger (the "Certificate") merging the
Predecessor into the Registrant. The Certificate is attached
hereto as Exhibit 2.1 and the description of the Merger set forth
therein is incorporated herein by reference. The Certificate has
been filed as Exhibit A to the definitive Proxy Statement of the
Predecessor dated November 6, 1996, a copy of which was filed with
the Securities and Exchange Commission on November 6, 1996.
At the Effective Time of the Merger, each outstanding share of
common stock of the Predecessor will be converted into one share of
common stock, par value $0.01, of the Registrant, without any
action on the part of the holder thereof; all outstanding stock
options to acquire common stock of the Predecessor will be
converted into stock options to acquire an equivalent number of
shares of common stock of the Registrant on identical terms and
conditions; and each outstanding Predecessor Senior Note will be
converted into an equivalent 9-1/8% Senior Note due 2006 of the
Registrant (the "Registrant Senior Notes") on identical terms and
conditions.
Item 3. Securities to be Registered
The Registrant has 100,000,000 shares of $.01 par value common
stock authorized. Approximately 34,600,000 shares of Registrant's
common stock are expected to be issued and outstanding immediately
following the Effective Time of the Merger, none of which will be
held by or for the account of the Registrant. Immediately
following the Effective Time of the Merger, the Registrant will
have outstanding $120,000,000 principal amount of Registrant Senior
Notes, none of which will be held by or for the account of the
Registrant.
Item 4. Description of Registrant's Securities to be Registered
The title of the equity securities to be registered are the
Registrant's common stock, par value $0.01. The Registrant's
common stock is subject to the express terms of its preferred
stock, of which 10,000,000 shares are authorized, but none are
outstanding. The holders of common stock have equal, ratable
rights to dividends from funds legally available therefor, when, as
and if declared by the board of directors of the Registrant, and
are entitled to share ratably in all of the assets of the
Registrant available for distribution to holders of common stock
upon the liquidation, dissolution or winding-up of the affairs of
the Registrant. Holders of common stock do not have preemptive,
subscription or conversion rights. There are no redemption or
sinking fund provisions in the Registrant's Certificate of
Incorporation. The outstanding shares of common stock are fully
paid and nonassessable. Holders of the Registrant's common stock
are entitled to cast one vote for each share held of record on all
matters submitted to a vote of the shareholders. The Registrant's
Certificate of Incorporation does not provide for cumulative voting
by shareholders.
The debt securities to be registered consist of $120,000,000
principal amount of Registrant Senior Notes. The Registrant Senior
Notes will be guaranteed by the full and unconditional guarantees
of the following subsidiaries of the Registrant: Chesapeake
Operating, Inc., Lindsay Oil Field Supply, Inc., Sander Trucking
Company, Inc., Whitmire Dozer Service, Inc. and Chesapeake
Exploration Limited Partnership (collectively, the "Subsidiaries").
The Registrant hereby incorporates by reference herein the
description of the terms, rights and preferences of the Predecessor
Senior Notes and the related guarantees of the Subsidiaries under
the caption "Description of Senior Notes" in the Senior Notes
Prospectus forming a part of the Registrant's and the Subsidiaries'
registration statements on Form S-3 (Nos. 333-1588 and 333-3206).
Item 5. Financial Statements and Exhibits
(a) Financial Statements
No financial statements are required to be filed with this
registration statement because the capital structure and balance
sheet of the Registrant immediately after the succession will be
substantially the same as those of the Predecessor.
(b) Exhibits
Exhibit
Number Description
- ------- -----------
2.1* Certificate of Ownership and Merger Merging Predecessor
into Registrant.
3.1* Registrant's Certificate of Incorporation.
3.2* Registrant's Bylaws.
4.1 Second Amended and Restated Credit Agreement dated as of
September 20, 1996, by and among Chesapeake Energy
Corporation, Chesapeake Exploration Limited Partnership,
an Oklahoma Limited Partnership and Union Bank of
California, N.A., as agent and the lenders from time to
time parties hereto. Incorporated herein by reference to
Exhibit 4.1 to Registrant's annual report on Form 10-K
for the year ended June 30, 1996.
4.2 Indenture dated as of March 31, 1994, as amended by First
Supplemental Indenture dated May 9, 1994, Second
Supplemental Indenture dated as of August 31, 1994 and
Third Supplemental Indenture dated December 27, 1994,
among Chesapeake Energy Corporation, its subsidiaries
signatory thereto as Subsidiary Guarantors and United
States Trust Company of New York, as Trustee.
Incorporated herein by reference to Exhibits 4.2 and
4.2(a) to Registrant's registration statement on Form S-4
(No. 33-78218), Exhibit 4.2.1 to Registrant's quarterly
report on Form 10-Q for the quarter ended September 30,
1994 and Exhibit 4.2.1 to Registrant's annual report on
Form 10-K for the year ended June 30, 1995.
4.3 Indenture dated as of May 15, 1995 among Chesapeake
Energy Corporation, its subsidiaries signatory thereto as
Subsidiary Guarantors and United States Trust Company of
New York, as Trustee. Incorporated herein by reference to
Exhibit 4.3 to Registrant's registration statement on
Form S-4 (No. 33-93718).
4.4 Indenture dated April 1, 1996 among Chesapeake Energy
Corporation, its subsidiaries signatory thereto as
Subsidiary Guarantors and United States Trust Company of
New York, as Trustee. Incorporated herein by reference
to Exhibit 4.6 to Registrant's registration statement on
Form S-3 Registration Statement (No. 333-1588).
4.5 Agreement to furnish copies of unfiled long-term debt
instruments. Incorporated herein by reference to Exhibit
4.3 to Registrant's annual report on Form 10-K for the
year ended June 30, 1993.
4.7 Pledge Agreement dated as of March 31, 1994, as amended
by First Amendment to Pledge Agreement dated as of August
31, 1994 and Second Amendment to Pledge Agreement dated
as of December 27, 1994, among Chesapeake Energy
Corporation, Chesapeake Operating, Inc., Lindsay Oil
Field Supply, Inc. and United States Trust Company of New
York. Incorporated herein by reference to Exhibit B to
Indenture filed as Exhibit 4.2 to Registrant's
registration statement on Form S-4 (No. 33-78218),
Exhibit 4.7.1 to Registrant's quarterly report on Form
10-Q for the quarter ended December 31, 1995, and Exhibit
4.7.1 to Registrant's annual report on Form 10-K for the
year ended June 30, 1995.
4.8 Stock Registration Agreement dated May 21, 1992 between
Chesapeake Energy Corporation and various lenders, as
amended by First Amendment thereto dated May 26, 1992.
Incorporated herein by reference to Exhibits 10.26.1 and
10.26.2 to Registrant's registration statement on Form S-1
(No. 33-55600).
10.1.1** Registrant's 1992 Incentive Stock Option Plan.
Incorporated herein by reference to Exhibit 10.1.1 to
Registrant's registration statement on Form S-4 (No.
33-93718).
10.1.2** Registrant's 1992 Nonstatutory Stock Option Plan.
Incorporated herein by reference to Exhibit 10.1.2 to
Registrant's annual report on Form 10-K for the year
ended June 30, 1996.
10.1.3** Registrant's 1994 Stock Option Plan. Incorporated herein
by reference to Exhibit 99 to Registrant's registration
statement on Form S-8 (No. 33-88196).
10.2.1** Employment Agreement dated as of July 1, 1995 between
Aubrey K. McClendon and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.1 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.2** Employment Agreement dated as of July 1, 1995 between Tom
L. Ward and Chesapeake Energy Corporation. Incorporated
herein by reference to Exhibit 10.2.2 to Registrant's
quarterly report on Form 10-Q for the quarter ended
September 30, 1995.
10.2.3** Employment Agreement dated as of March 1, 1995 between
Marcus C. Rowland and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.3 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.4** Employment Agreement dated as of July 1, 1995 between
Steven C. Dixon and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.4 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.5** Employment Agreement dated as of July 1, 1995 between J.
Mark Lester and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.5 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.6** Employment Agreement dated as of July 1, 1995 between
Henry J. Hood and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.6 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.7** Employment Agreement dated as of May 1, 1995 between
Ronald A. Lefaive and Chesapeake Energy Corporation.
Incorporated herein by reference to Exhibit 10.2.7 to
Registrant's quarterly report on Form 10-Q for the
quarter ended September 30, 1995.
10.2.8** Employment Agreement dated as of July 1, 1995 between
Martha A. Burger and Chesapeake Operating, Inc.
Incorporated herein by reference to Exhibit 10.2.8 to
Registrant's annual report on Form 10-K for the year
ended June 30, 1996.
10.3** Form of Indemnity Agreement for officers and directors of
Registrant and its subsidiaries. Incorporated herein by
reference to Exhibit 10.30 to Registrant's registration
statement on Form S-1 (No. 33-55600).
10.9 Indemnity and Stock Registration Agreement, as amended by
First Amendment (Revised) thereto, dated as of February
12, 1993, and as amended by Second Amendment thereto
dated as of October 20, 1995, among Chesapeake Energy
Corporation, Chesapeake Operating, Inc., Chesapeake
Investments, TLW Investments, Inc., et al. Incorporated
herein by reference to Exhibit 10.35 to Registrant's
annual report on Form 10-K for the year ended June 30,
1993 and Exhibit 10.4.1 to Registrant's quarterly report
on Form 10-Q for the quarter ended December 31, 1995.
10.10 Partnership Agreement of Chesapeake Exploration Limited
Partnership dated December 27, 1994 between Chesapeake
Energy Corporation and Chesapeake Operating, Inc.
Incorporated herein by reference to Exhibit 10.10 to
Registrant's registration statement on Form S-4 (No. 33-93718).
21 Subsidiaries of Registrant. Incorporated herein by
reference to Exhibit 21 to Registrant's quarterly report
on Form 10-Q for the quarter ended December 31, 1995.
_______________
* Filed herewith.
** Management contract or compensatory plan or arrangement.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this application for registration (or registration statement) to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHESAPEAKE ENERGY CORPORATION
By: AUBREY K. MCCLENDON
Aubrey K. McClendon
Chairman of the Board and
Chief Executive Officer
Dated: December 11, 1996
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Method of Filing
- ------- ------- ----------------
2.1* Certificate of Ownership and Merger Filed herewith electronically
Merging Predecessor into Registrant.
3.1* Registrant's Certificate of
Incorporation. Filed herewith electronically
3.2* Registrant's Bylaws. Filed herewith electronically
4.1 Second Amended and Restated Credit Incorporated herein by reference
Agreement dated as of September 20, to Exhibits 4.1 to Registrant's
1996, by and among Chesapeake Energy annual report on Form 10-K
Corporation, Chesapeake Exploration for the year ended June 30, 1996
Limited Partnership, an Oklahoma
Limited Partnership and Union
Bank of California, N.A., as agent
the lenders from time to time
parties hereto.
4.2 Indenture dated as of March 31, 1994, Incorporated herein by reference
as amended by First Supplemental to Exhibits 4.2 and 4.2(a) to
Indenture dated May 9, 1994, Second Registrant's registration
Supplemental Indenture dated as of statement on Form S-4 (No. 33-
August 31, 1994 and Third Supplemental 78218), Exhibit 4.2.1 to
Indenture dated December 27, 1994, Registrant's quarterly report
among Chesapeake Energy Corporation, on Form 10-Q for the quarter
its subsidiaries signatory thereto as ended September 30, 1994 and
Subsidiary Guarantors and United Exhibit 4.2.1 to Registrant's
States Trust Company of New York, annual report on Form 10-K for
as Trustee. the year ended June 30, 1995.
4.3 Indenture dated as of May 15, 1995 Incorporated herein by refer-
among Chesapeake Energy Corporation, ence to Exhibit 4.3 to
its subsidiaries signatory thereto as Registrant's registration
Subsidiary Guarantors and United statement on Form S-4 (No.
States Trust Company of New York, as 33-93718).
Trustee.
4.4 Indenture dated April 1, 1996 among Incorporated herein by refer-
Chesapeake Energy Corporation, its ence to Exhibit 4.6 to Amend-
subsidiaries signatory thereto as ment No. 2 to Form S-3
Subsidiary Guarantors and United Registration Statement (No.
States Trust Company of New York, as 333-1588).
Trustee.
4.5 Agreement to furnish copies of Incorporated herein by refer-
unfiled long-term debt instruments. ence to Exhibit 4.3 to
Registrant's annual report on
Form 10-K for the year ended
June 30, 1993.
4.7 Pledge Agreement dated as of March Incorporated herein by refer-
31, 1994 as amended by First Amend- ence to Exhibit B to Indenture
ment to Pledge Agreement dated as filed as Exhibit 4.2 to
of August 31, 1994 and Second Amend- Registrant's registration
ment to Pledge Agreement dated as of statement on Form S-4 (No. 33-
December 27, 1994, among Chesapeake 78218), Exhibit 4.7.1 to
Energy Corporation, Chesapeake Registrant's quarterly report
Operating, Inc., Lindsay Oil Field on Form 10-Q for the quarter
Supply, Inc. and United States ended December 31, 1995, and
Trust Company of New York. Exhibit 4.7.1 to Registrant's
annual report on Form 10-K
for the year ended June 30,
1995.
4.8 Stock Registration Agreement dated Incorporated herein by refer-
May 21, 1992 between Chesapeake ence to Exhibits 10.26.1 and
Energy Corporation and various 10.26.2 to Registrant's
lenders, as amended by First Amend- registration statement on
ment thereto dated May 26, 1992. Form S-1 (No. 33-55600).
10.1.1**Registrant's 1992 Incentive Stock Incorporated herein by refer-
Option Plan. ence to Exhibit 10.1.1 to
Registrant's registration
statement on Form S-4 (No.
33-93718).
10.1.2**Registrant's 1992 Nonstatutory Stock Incorporated herein by refer-
Option Plan. ence to Exhibit 10.1.2 to
Registrant's annual report on
Form 10-K for the year ended
June 30, 1996.
10.1.3**Registrant's 1994 Stock Option Plan. Incorporated herein by refer-
ence to Exhibit 99 to
Registrant's registration
statement on Form S-8
(No. 33-88196).
10.2.1**Employment Agreement dated as of Incorporated herin by refer-
July 1, 1995 between Aubrey K. ence to Exhibit 10.2.1 to
McClendon and Chesapeake Energy Registrant's quarterly report
Corporation. on Form 10-Q for the quarter
ended September 30, 1995.
10.2.2**Employment Agreement dated as of Incorporated herein by refer-
July 1, 1995 between Tom L. Ward ence to Exhibit 10.2.2 to
and Chesapeake Energy Corporation. Registrant's quarterly report
on Form 10-Q for the quarter
ended September 30, 1995.
10.2.3**Employment Agreement dated as of Incorporated herein by refer-
March 1, 1995 between Marcus C. ence to Exhibit 10.2.3 to
Rowland and Chesapeake Energy Registrant's quarterly report
Corporation. on Form 10-Q for the quarter
ended September 30, 1995.
10.2.4**Employment Agreement dated as of Incorporated herein by refer-
July 1, 1995 between Steven C. Dixon ence to Exhibit 10.2.4 to
and Chesapeake Energy Corporation. Registrant's quarterly report
on Form 10-Q for the quarter
ended September 30, 1995.
10.2.5**Employment Agreement dated as of July Incorporated herein by refer-
1, 1995 between J. Mark Lester and ence to Exhibit 10.2.5 to
Chesapeake Energy Corporation. Registrant's quarterly report
on Form 10-Q for the quarter
ended September 30, 1995.
10.2.6**Employment Agreement dated as of Incorporated herein by refer-
July 1, 1995 between Henry J. Hood ence to Exhibit 10.2.6 to
and Chesapeake Energy Corporation. Registrant's quarterly report
on Form 10-Q for the quarter
ended September 30, 1995.
10.2.7**Employment Agreement dated as of Incorporated herein by refer-
May 1, 1995 between Ronald A. Lefaive ence to Exhibit 10.2.7 to
and Chesapeake Energy Corporation. Registrant's quarterly report
on Form 10-Q for the quarter
ended September 30, 1995.
10.2.8**Employment Agreement dated as of Incorporated herein by refer-
July 1, 1995 between Martha A. Burger ence to Exhibit 10.2.8 to
and Chesapeake Operating, Inc. Registrant's annual report on
Form 10-K for the year ended
June 30, 1996.
10.3**Form of Indemnity Agreement for Incorporated herein by refer-
officers and directors of Registrant ence to Exhibit 10.30 to
and its subsidiaries. Registrant's registration
statement on Form S-1 (No.
33-55600).
10.9 Indemnity and Stock Registration Incorporated herein by refer-
Agreement, as amended by First ence to Exhibit 10.35 to
Amendment (Revised) thereto, dated as Registrant's annual report
of February 12, 1993, and as amended on Form 10-K for the year
by Second Amendment thereto dated as ended June 30, 1993 and
of October 20, 1995, among Chesapeake Exhibit 10.4.1 to Registrant's
Energy Corporation, Chesapeake quarterly report on Form 10-Q
Operating, Inc., Chesapeake Investments, for the quarter ended
TLW Investments, Inc., et al. December 31, 1995.
10.10 Chesapeake Exploration Limited Incorporated herein by refer-
Partnership Agreement dated ence to Exhibit 10.10 to
December 27, 1994 between Chesapeake Registrant's registration
Energy Corporation and Chesapeake statement on Form S-4 (No.
Operating, Inc. 33-93718)
21 Subsidiaries of Registrant. Incorporated herein by reference
to Exhibit 21 to Registrant's
quarterly report on Form 10-Q
for the quarter ended
December 21, 1995.
____________________
* Filed herewith.
** Management contract or compensatory plan or arrangement.
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CHESAPEAKE ENERGY CORPORATION
INTO
CHESAPEAKE OKLAHOMA CORPORATION
CHESAPEAKE ENERGY CORPORATION, a Delaware corporation
(the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That it owns 100% of the issued and outstanding
shares of the capital stock of CHESAPEAKE OKLAHOMA CORPORATION, an
Oklahoma corporation ("Chesapeake Oklahoma").
SECOND: That its board of directors at a meeting held on
the 15th day of October, 1996, determined to merge the Corporation
into CHESAPEAKE OKLAHOMA CORPORATION, and did adopt the following
resolutions:
WHEREAS, the officers of the Corporation recommended that
the Corporation reincorporate under the laws of the State
of Oklahoma and the Board of Directors, after discussing
the issue, has determined that the reincorporation is in
the best interest of the shareholders and the
Corporation; and
WHEREAS, to facilitate the Corporation's reincorporation,
the officers of the Corporation recommended that the
Corporation form Chesapeake Oklahoma Corporation
("Chesapeake Oklahoma") to be organized and exist under
and by virtue of the laws of the State of Oklahoma, with
an authorized capitalization of (i) 100 million shares of
common stock, $.01 par value ("Chesapeake Oklahoma Common
Stock"), 10 shares of which will be issued and
outstanding prior to the reincorporation, and (ii) 10
million shares of preferred stock, $.01 par value, no
shares of which will be issued and outstanding prior to
the reincorporation (all shares of Chesapeake Oklahoma
Common Stock outstanding prior to the reincorporation
will be held of record and beneficially by the
Corporation).
NOW, THEREFORE, BE IT RESOLVED, that the officers of the
Corporation be, and each of them hereby is, authorized
and directed to take any and all actions required to
reincorporate the Corporation under the laws of the State
of Oklahoma, including without limitation, the forming of
Chesapeake Oklahoma as a new transitory subsidiary, in
accordance with the recitations set forth herein, the
listing of the shares of Chesapeake Oklahoma on the New
York Stock Exchange, the registration of such shares with
the Securities and Exchange Commission and any state
securities agency, the assumption by Chesapeake Oklahoma
of all existing plans and registration statements of the
Corporation and such other actions as may be necessary to
the effect that the rights and obligations of Chesapeake
Oklahoma will be virtually identical to the rights and
obligations of the Corporation.
WHEREAS, after the formation of Chesapeake Oklahoma, the
Board of Directors deems it advisable and in the best
interests of the Corporation and its shareholders that
the Corporation merge with and into Chesapeake Oklahoma
pursuant to Section 1083 of the Oklahoma General
Corporation Act and Section 253 of the Delaware General
Corporation Law (the "Merger") and immediately thereafter
for Chesapeake Oklahoma to change its name to Chesapeake
Energy Corporation; and
WHEREAS, the Corporation and Chesapeake Oklahoma will
hereinafter be know as the "Constituent Corporations;"
and
WHEREAS, the Board of Directors deems it advisable and in
the best interests of the Corporation and its
shareholders that the Corporation be merged with and into
Chesapeake Oklahoma in the manner contemplated herein
(the "Plan") and recommend that the Merger and the Plan
be approved and adopted by the shareholders of the
Corporation;
NOW, THEREFORE, BE IT RESOLVED, that the Constituent
Corporations will be merged into a single corporation by
the Corporation merging with and into Chesapeake
Oklahoma, which will survive the Merger, pursuant to the
provisions of Section 1083 of the Oklahoma General
Corporation Act and Section 253 of the Delaware General
Corporation Law. Upon such Merger, the separate
existence of the Corporation will cease, and Chesapeake
Oklahoma will become the owner, without transfer, of all
rights and property of the Constituent Corporations, and
will be subject to all the liabilities of the Constituent
Corporations in the same manner as if Chesapeake Oklahoma
had itself incurred such liabilities all as provided by
the Oklahoma General Corporation Act.
FURTHER RESOLVED, that, on the Effective Date of the
Merger, which will be 5:00 p.m., CST, on December 31,
1996 (the "Effective Date of the Merger"), the
Certificate of Incorporation and Bylaws of Chesapeake
Oklahoma, as currently in effect, will be the Certificate
of Incorporation and Bylaws of Chesapeake Oklahoma until
they are duly amended, except that the name of Chesapeake
Oklahoma will be changed to Chesapeake Energy
Corporation.
FURTHER RESOLVED, that on the Effective Date of the
Merger, the directors and officers of the Corporation
will become the directors and officers of Chesapeake
Oklahoma until their successors are duly elected and
qualified.
FURTHER RESOLVED, that on the Effective Date of the
Merger (i) each share of Chesapeake Common Stock issued
and outstanding immediately prior to the Effective Date
of the Merger, by virtue of the Merger and without any
action on the part of the holder thereof, will be
converted into one share of Chesapeake Oklahoma Common
Stock, (ii) each share of Chesapeake Oklahoma Common
Stock issued and outstanding immediately prior to the
Effective Date of the Merger, by virtue of the Merger and
without any action on the part of the holder thereof,
will be cancelled and no payment will be made in respect
thereof, and (iii) upon surrender of any certificates
representing Chesapeake Common Stock, stock certificates
representing Chesapeake Oklahoma Common Stock will be
reissued to the holder thereof.
FURTHER RESOLVED, that this Plan will be submitted to the
shareholders of the Corporation for approval in the
manner provided by applicable Oklahoma and Delaware law.
After approval by the vote of the holders representing
not less than a majority of the issued and outstanding
shares of Chesapeake Common Stock entitled to vote on the
Merger, the officers are, and each of them hereby is,
authorized and directed to execute and file with the
Secretary of State of the States of Oklahoma and Delaware
a Certificate of Ownership and Merger and to make any
such further filings as may be necessary to effectuate
the Merger.
FURTHER RESOLVED, that the officers of the Corporation
are authorized and directed to execute any and all
agreements, documents or consents, and to take any and
all actions deemed necessary or desirable to permit the
consummation of the Merger as required by: (a) that
certain Indenture dated as of March 31, 1994, as
supplemented, among the Corporation, its subsidiaries
signatory thereto as Subsidiary Guarantors and United
States Trust Company of New York, as trustee; (b) that
certain Indenture dated as of May 15, 1995 among the
Corporation, its subsidiaries signatory thereto as
Subsidiary Guarantors and United States Trust Company of
New York, as trustee; and (c) that certain Indenture
dated as of April 1, 1996 among the Corporation, its
subsidiaries signatory thereto as Subsidiary Guarantors
and United States Trust Company of New York, as trustee.
The execution by the officers, or any one of them, of any
such document or agreement, or the doing by them of any
act in connection with the foregoing matter, will
conclusively establish their authority therefor from this
Board and from the Corporation and the approval,
ratification and adoption of any documents or agreements
executed and any action taken.
FURTHER RESOLVED, that the officers of the Corporation
be, and they hereby are, authorized and directed to
execute and deliver on behalf of the Corporation all
agreements and documents contemplated by the Plan,
together with any and all documents and related
agreements deemed necessary or desirable by said officer
or officers to effectuate the foregoing, each in
accordance with the recitations contained herein, and
containing such further and different terms and
conditions as said officer or officers will deem
necessary or desirable to accomplish the objectives set
forth herein, and further, that the execution by the
officers, or any one of them, of any such document or
agreement, or the doing by them of any act in connection
with the foregoing matter, will conclusively establish
their authority therefor from this Board and from the
Corporation and the approval, ratification and adoption
of any documents or agreements executed and any action
taken.
THIRD: The merger has been approved by a majority of the
outstanding stock of the Corporation entitled to vote thereon at a
meeting duly called and held after twenty days' notice of the
purpose of the meeting mailed to each such stockholder at his
address as it appears in the records of the Corporation.
FOURTH: Chesapeake Oklahoma hereby agrees that it may be
served with process in the state of Delaware in any proceeding for
enforcement of any obligation of any constituent corporation of
Delaware, as well as for enforcement of any obligation of
Chesapeake Oklahoma arising from the merger, including any suit or
other proceeding to enforce the right of any shareholders as
determined in appraisal proceedings pursuant to the provisions of
Section 262 of the Delaware General Corporation Law, and hereby
irrevocably appoints the Secretary of State of the State of
Delaware as its agent to accept service of process in any such suit
or other proceeding. The address to which a copy of such process
shall be mailed by the Secretary of State of Delaware is 6100 N.
Western Avenue, Oklahoma City, OK 73118.
IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed by its President and attested to by its
Secretary effective the 13th day of December, 1996.
CHESAPEAKE ENERGY CORPORATION
By:
President
ATTEST:
Secretary
[Seal]
CERTIFICATE OF INCORPORATION
OF
CHESAPEAKE OKLAHOMA CORPORATION
ARTICLE I
Name
The name of the Corporation is:
CHESAPEAKE OKLAHOMA CORPORATION
ARTICLE II
Registered Office and Agent
The address of the Corporation's registered office in the
State of Oklahoma is 6104 N. Western Avenue, Oklahoma City,
Oklahoma 73118. The Corporation's registered agent at such address
is Janice A. Dobbs.
ARTICLE III
Purposes
The nature of the business and the purpose of the
Corporation shall be to engage in any lawful act or activity and to
pursue any lawful purpose for which a corporation may be formed
under the Oklahoma General Corporation Act (the "Act"). The
Corporation is authorized to exercise and enjoy all powers, rights
and privileges which corporations organized under the Act may have
as in force from time to time, including, without limitation, all
powers, rights and privileges necessary or convenient to carry out
the purposes of the Corporation.
ARTICLE IV
Capital Stock
The total number of shares of capital stock which the
Corporation shall have authority to issue is One Hundred Ten
Million (110,000,000) shares, consisting of Ten Million
(10,000,000) shares of Preferred Stock, par value $0.01 per share
and One Hundred Million (100,000,000) shares of Common Stock, par
value $0.01 per share. The preferences, qualifications,
limitations, restrictions and the special or relative rights in
respect of the shares of each class are as follows:
Section 1. Preferred Stock. The Preferred
Stock may be issued from time to time in one or more series. All
shares of Preferred Stock shall be of equal rank and shall be
identical, except in respect of the matters that may be fixed and
determined by the board of directors as hereinafter provided, and
each share of each series shall be identical with all other shares
of such series, except as to the date from which dividends are
cumulative. The board of directors hereby is authorized to cause
such shares to be issued in one or more series and with respect to
each such series prior to the issuance thereof to fix and determine
the designation, powers, preferences and rights of the shares of
each such series and the qualifications, limitations or
restrictions thereof.
The authority of the board with respect to each series
shall include but not be limited to, determination of the
following:
A. The number of shares constituting a series,
the distinctive designation of a series and the stated
value of the series, if different from the par value;
B. Whether the shares of a series are entitled
to any fixed or determinable dividends, the
dividend rate (if any) on the shares, whether the
dividends are cumulative and the relative rights of
priority of dividends on shares of that series;
C. Whether a series has voting rights in addition
to the voting rights provided by law and the terms and
conditions of such voting rights;
D. Whether a series will have or receive conversion
or exchange privileges and the terms and conditions of
such conversion or exchange privileges;
E. Whether or not the shares of a series are
redeemable and the terms and conditions of such redemption,
including, without limitation, the manner of selecting
shares for redemption if less than all shares are to be
redeemed, the date or dates on or after which the shares
in the series will be redeemable and the amount payable
in case of redemption;
F. Whether a series will have a sinking fund for
the redemption or purchase of the shares in the series
and the terms and the amount of such sinking fund;
G. The right of a series to the benefit of conditions
and restrictions on the creation of indebtedness of the
Corporation or any subsidiary, on the issuance of any
additional capital stock (including additional shares of
such series or any other series), on the payment of dividends
or the making of other distributions on any outstanding
stock of the Corporation and the purchase, redemption or
other acquisition by the Corporation, or any subsidiary, of
any outstanding stock of the Corporation;
H. The rights of a series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the
corporation and the relative rights of priority of payment of
a series; and
I. Any other relative, participating, optional or other
special rights, qualifications, limitations or restrictions of
such series.
Dividends on outstanding shares of Preferred Stock shall
be paid or set apart for payment before any dividends shall be paid
or declared or set apart for payment on the common shares with
respect to the same dividend period.
If upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation the assets available
for distribution to holders of shares of Preferred Stock of all
series shall be insufficient to pay such holders the full
preferential amount to which they are entitled, then such assets
shall be distributed ratably among the shares of all series in
accordance with the respective preferential amounts (including
unpaid cumulative dividends, if any) payable with respect thereto.
Section 2. Common Stock. The Common Stock
shall be subject to the express terms of the Preferred Stock and
any series thereof. Each share of Common Stock shall be equal to
every other share of Common Stock. The holders of shares of Common
Stock shall be entitled to one vote for each share of such stock
upon all matters presented to the shareholders. Shares of Common
Stock authorized hereby shall not be subject to preemptive rights.
The holders of shares of Common Stock now or hereafter outstanding
shall have no preemptive right to purchase or have offered to them
for purchase any of such authorized but unissued shares. The
holders of shares of Common Stock now or hereafter outstanding
shall have no preemptive right to purchase or have offered to them
for purchase any shares of Preferred Stock, Common stock, or other
equity securities issued or to be issued by the Company.
Subject to the preferential and other dividend rights
applicable to Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive such dividends (payable in cash,
stock or otherwise) as may be declared on the Common Stock by the
Board of Directors at any time or from time to time out of any
funds legally available therefor.
In the event of any voluntary or involuntary liquidation,
distribution or winding up of the Corporation, after distribution
in full of the preferential and/or other amounts to be distributed
to the holders of shares of Preferred Stock, the holders of shares
of Common Stock shall be entitled to receive all of the remaining
assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the number of shares of
Common Stock held by them.
ARTICLE V
Limitation of Director Liability
A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages for
breach of fiduciary duty as a director, except for personal
liability for (i) acts or omissions by such director not in good
faith or which involve intentional misconduct or a knowing
violation of law; (ii) the payment of dividends or the redemption
or purchase of stock in violation of Section 1053 of the Act; (iii)
any breach of such director's duty of loyalty to the Corporation or
its shareholders; or (iv) any transaction from which such director
derived an improper personal benefit.
ARTICLE VI
Certain Stock Purchases
Section 1. Certain Definitions. For the purposes of this
Article VI:
"Continuing Director" means any member of the Board of
Directors of the Corporation (the "Board") who is unaffiliated with
the Interested Shareholder and was a member of the Board prior to
the time that the Interested Shareholder became an Interested
Shareholder, and any successor of a Continuing Director who is
unaffiliated with the Interested Shareholder and is recommended to
succeed a Continuing Director by a majority of Continuing Directors
then on the Board.
"Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
"Fair Market Value" means: (1) in the case of stock, the
highest closing sale price during the 30-day period ending on the
date in question of a share of such stock on a principal United
States securities exchange registered under the Exchange Act on
which such stock is listed or in the national market system
maintained by the National Association of Securities Dealers, Inc.,
or, if the stock is not listed on any such exchange or designated
as a national market system security, the highest closing bid
quotation with respect to a share of such stock during the 30-day
period ending on the date in question on the National Association
of Securities Dealers, Inc. Automated Quotations system or any
system then in use, or if no such quotations are available, the
fair market value on the date in question of a share of such stock
as determined by the Board in good faith.
"Interested Shareholder" shall have the meaning ascribed
to such term under Section 1090.3 of the Act.
Section 2. Vote Required for Certain Stock Purchases.
A. Any direct or indirect purchase by the Corporation,
or any subsidiary of the Corporation, of any capital stock from a
person or persons known by a majority of the Continuing Directors
of the Corporation to be an Interested Shareholder who has
beneficially owned such capital stock for less than three years
prior to the date of such purchase, or any agreement in respect
thereof, at a price in excess of the Fair Market Value shall
require the affirmative vote of no less than 66 2/3% of the votes
cast by the holders, voting together as a single class, of all then
outstanding shares of capital stock, excluding for this purpose the
votes by the Interested Shareholder, unless a greater vote shall be
required by law.
B. Such affirmative vote shall not be required for a
purchase or other acquisition of securities of the same class made
on substantially the same terms to all holders of such securities
and complying with the applicable requirements of the Exchange Act,
and the rules and regulations thereunder (or any subsequent
provisions replacing the Exchange Act, rules or regulations).
Furthermore, such affirmative vote shall not be required for any
purchase effected on the open market and not the result of a
privately-negotiated transaction.
Section 3. Powers of Continuing Directors.
The Continuing Directors of the Corporation shall have the power
and duty to determine for the purposes of this Article VI, on the
basis of information known to them after reasonable inquiry,
whether a person is an Interested Shareholder, and the number of
shares of capital stock owned beneficially by any person.
ARTICLE VII
Board of Directors
Section 1. Management by Board of Directors.
The business and affairs of the Corporation shall be under the
direction of the Board of Directors.
Section 2. Number of Directors. The number
of Directors which shall constitute the whole board shall be not
less than three nor more than fifteen, and shall be determined by
resolution adopted by a vote of two-thirds (2/3) of the entire
board, or at an annual or special meeting of shareholders by the
affirmative vote of sixty-six and two-third percent (66 2/3%) of
the outstanding stock entitled to vote. No reduction in number
shall have the effect of removing any director prior to the
expiration of his term. The number of directors of the Corporation
may, from time to time, be increased or decreased in such manner as
may be provided in the bylaws of the Corporation.
Section 3. Classes of Directors; Election by
Shareholders; Vacancies. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the entire Board of
Directors. The term of the initial Class I directors shall
terminate on the date of the 1997 annual meeting of shareholders;
the term of the initial Class II directors shall terminate on the
date of the 1998 annual meeting of shareholders and the term of the
initial Class III directors shall terminate on the date of the 1999
annual meeting of shareholders. At each annual meeting of
shareholders beginning in 1997, successors to the class of
directors whose term expires at that annual meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional directors of any class
elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the annual meeting for the year in which
his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board
of directors, however resulting, may be filled by a majority of the
directors then in office, even if less than a quorum, or by a sole
remaining director. Any director elected to fill a vacancy shall
hold office for a term that shall coincide with the term of the
class to which such director shall have been elected. No election
of directors need be by written ballot.
Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the Corporation
shall have the right, voting separately by class or series, to elect
directors at an annual or special meeting of shareholders, the election,
term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of the Certificate of
Designation attributable to such Preferred stock or the resolution
or resolutions adopted by the Board of Directors pursuant to
Section 2 of this Article VII applicable thereto, and such
directors so elected shall not be divided into classes pursuant to
this Article VII unless expressly provided by such terms.
ARTICLE VIII
Indemnity
Section 1. Third Party Claims. The Corporation shall
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 (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture or
other enterprise against expenses (including attorneys' fees),
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 interest
of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct
was unlawful. 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 interest of the Corporation and with respect to any
criminal action or proceeding had reasonable cause to believe that
his conduct was unlawful.
Section 2. Derivative Claims. The Corporation
shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment
in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the Corporation; except that 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 to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine,
upon application, that despite the adjudication of liability, but
in the view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which
the court shall deem proper.
Section 3. Expenses. Expenses, including fees
and expenses of counsel, incurred in defending a civil, criminal,
administrative or investigative action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such
amount if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation as authorized herein.
Section 4. Insurance. The Corporation may
purchase (upon resolution duly adopted by the board of directors)
and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation 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 Corporation
would have the power to indemnify him against such liability.
Section 5. Reimbursement. To the extent that
a director, officer, employee or agent of, or any other person
entitled to indemnity hereunder by, the Corporation has been
successful on the merits or otherwise in defense of any action,
suit, or proceeding referred to herein 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.
Section 6. Enforcement. Every such person shall be
entitled, without demand by him upon the Corporation or
any action by the Corporation, to enforce his right to such
indemnity in an action at law against the Corporation. The right
of indemnification and advancement of expenses hereinabove provided
shall not be deemed exclusive of any rights to which any such
person may now or hereafter be otherwise entitled and specifically,
without limiting the generality of the foregoing, shall not be
deemed exclusive of any rights pursuant to statute or otherwise, of
any such person in any such action, suit or proceeding to have
assessed or allowed in his favor against the Corporation or
otherwise, his costs and expenses incurred therein or in connection
therewith or any part thereof.
ARTICLE IX
Amendments; Bylaws; Control Shares Act; Written Consent
Section 1. Amendments to Certificate of Incorporation.
Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%)
of the issued and outstanding stock having voting power,
voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with Articles V, VI,
VII, VIII and this Article IX of this Certificate of Incorporation.
Section 2. Bylaws. Prior to the receipt of any payment
for any of the Corporation's stock, the Bylaws of the Corporation
shall be adopted, amended or repealed by the Incorporator.
Thereafter, in furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly
authorized to adopt, repeal, alter, amend or rescind the
Bylaws of the Corporation. In addition, the Bylaws of the
Corporation may be adopted, repealed, altered, amended, or
rescinded by the affirmative vote of the holders of sixty-six and
two-thirds percent (66 2/3%) of the outstanding stock of the
Corporation entitled to vote thereon.
Section 3. Control Shares Act. The Corporation shall
not be subject to the Oklahoma Control Shares Act as codified at
Sections 1145-1155 of the Act. This election shall be effective
on the date of filing this Certificate.
Section 4. Action By Written Consent. Any action
required or permitted to be taken at a meeting of the
shareholders 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 outstanding
stock having not less than the minimum number of votes which would
be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt
notice of the taking of corporate action without a meeting by less
than unanimous written consent shall be given to those shareholders
who have not consented in writing.
ARTICLE X
Incorporator
The name and mailing address of the Incorporator is as
follows:
W. Chris Coleman Tenth Floor
Two Leadership Square
Oklahoma City, OK 73102
I, the undersigned, for the purpose of forming a corpo-
ration under the laws of the State of Oklahoma, do make, file and
record this Certificate, and do certify that the facts herein
stated are true, and I have accordingly hereunto set my hand this
18th day of October, 1996.
W. CHRIS COLEMAN
W. Chris Coleman
BYLAWS
OF
CHESAPEAKE OKLAHOMA CORPORATION
(an Oklahoma corporation)
November 19, 1996
Page
Article I - Shareholders' Meetings . . . . . . . . . . . . . . 1
Section 1 - Annual Meeting . . . . . . . . . . . . . . . . . 1
Section 2 - Special Meeting. . . . . . . . . . . . . . . . . 1
Section 3 - Notice of Meetings . . . . . . . . . . . . . . . 1
Section 4 - Quorum . . . . . . . . . . . . . . . . . . . . . 2
Section 5 - Voting . . . . . . . . . . . . . . . . . . . . . 2
Section 6 - List of Shareholders . . . . . . . . . . . . . . 2
Section 7 - Organization . . . . . . . . . . . . . . . . . . 2
Section 8 - Order of Business. . . . . . . . . . . . . . . . 3
Section 9 - Nomination of Directors. . . . . . . . . . . . . 3
Section 10- Notice of Business . . . . . . . . . . . . . . . 3
Article II - Directors . . . . . . . . . . . . . . . . . . . . 4
Section 1 - Powers . . . . . . . . . . . . . . . . . . . . . 4
Section 2 - Number . . . . . . . . . . . . . . . . . . . . . 4
Section 3 - Vacancies. . . . . . . . . . . . . . . . . . . . 5
Section 4 - Place of Meetings. . . . . . . . . . . . . . . . 5
Section 5 - Regular Meetings . . . . . . . . . . . . . . . . 5
Section 6 - Special Meetings . . . . . . . . . . . . . . . . 5
Section 7 - Quorum . . . . . . . . . . . . . . . . . . . . . 5
Section 8 - Presence at Meeting. . . . . . . . . . . . . . . 5
Section 9 - Action Without Meeting . . . . . . . . . . . . . 6
Section 10- Committees of the Board. . . . . . . . . . . . . 6
Section 11- Compensation . . . . . . . . . . . . . . . . . . 6
Section 12- Advisory Directors . . . . . . . . . . . . . . . 7
Section 13- Resignation. . . . . . . . . . . . . . . . . . . 7
Section 14- Removal. . . . . . . . . . . . . . . . . . . . . 7
Section 15- Preferred Directors. . . . . . . . . . . . . . . 7
Article III - Officers and Employees . . . . . . . . . . . . . 7
Section 1 - Election . . . . . . . . . . . . . . . . . . . . 7
Section 2 - Term, Removal and Vacancies. . . . . . . . . . . 8
Section 3 - Chairman of the Board. . . . . . . . . . . . . . 8
Section 4 - Chief Executive Officer. . . . . . . . . . . . . 8
Section 5 - Vice Chairman of the Board . . . . . . . . . . . 8
Section 6 - President. . . . . . . . . . . . . . . . . . . . 8
Section 7 - Vice Presidents. . . . . . . . . . . . . . . . . 9
Section 8 - Secretary. . . . . . . . . . . . . . . . . . . . 9
Section 9 - Treasurer. . . . . . . . . . . . . . . . . . . . 9
Section 10- Divisional Officers. . . . . . . . . . . . . . . 9
Article IV - Stock Certificates and Transfer Books . . . . . . 10
Section l - Certificates . . . . . . . . . . . . . . . . . . 10
Section 2 - Record Ownership . . . . . . . . . . . . . . . . 10
Section 3 - Transfer Agent and Registrar . . . . . . . . . . 10
Section 4 - Lost Certificates. . . . . . . . . . . . . . . . 10
Section 5 - Transfer of Stock. . . . . . . . . . . . . . . . 10
Section 6 - Fixing Date for Determination of
Shareholders of Record. . . . . . . . . . . . 11
Article V - General Provisions . . . . . . . . . . . . . . . . 11
Section 1 - Offices. . . . . . . . . . . . . . . . . . . . . 11
Section 2 - Voting of Stock. . . . . . . . . . . . . . . . . 11
Section 3 - Notices. . . . . . . . . . . . . . . . . . . . . 11
Section 4 - Waiver of Notice . . . . . . . . . . . . . . . . 12
Article VI - Indemnification of Officers,
Directors, Employees and Agents. . . . . . . . 12
Article VII - Amendments . . . . . . . . . . . . . . . . . . . 13
<PAGE>
BYLAWS
OF
CHESAPEAKE OKLAHOMA CORPORATION
ARTICLE I
Shareholders' Meetings
Section 1. Annual Meeting. The annual meeting of shareholders for
the election of directors and the transaction of such other busi-
ness as may properly come before the meeting shall be held within
six (6) months following the end of the fiscal year of the
corporation at such time, date and place as shall be determined by
the board of directors. The meeting shall be held at the principal
offices of the corporation or at such other place as shall be
determined by a majority of the directors.
Section 2. Special Meeting. Special meetings of shareholders may
be called for any purpose or purposes, unless otherwise prescribed
by the Oklahoma General Corporation Act (the "Act") and may be
called only by the chairman of the board, or shall be called by the
president or secretary, at the request, in writing, of a majority
of the board of directors or by stockholders who are the record
owners of ten percent (10%) or more of the outstanding shares of
the corporation's stock entitled to vote at the election of
directors. Such request shall state the purpose or purposes of the
proposed meeting. Any such meeting shall be held at such places,
within or without the State of Oklahoma, as may be specified in the
call of any meeting.
Section 3. Notice of Meetings. Unless otherwise provided in the
Act, written notice of every meeting of shareholders stating the
place, date, hour and, in the case of a special meeting, purposes
thereof, shall, except when otherwise required by law, be given not
less than ten (10) nor more than sixty (60) days before the date of
the meeting to each shareholder entitled to vote thereat.
At any meeting at which a quorum of shareholders is
present, in person or represented by proxy, the chairman of the
meeting or the holders of the majority of the shares of stock pres-
ent or represented by proxy may adjourn from time to time until its
business is completed. At the adjourned meeting, the corporation
may transact any business which might have been transacted at the
original meeting. 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 shareholder of record entitled to vote at the meet-
ing. Otherwise, no notice need be given.
If mailed, notice shall be deemed to be given when de-
posited in the United States mail, addressed to the shareholder at
his address as it appears on the records of the corporation, with
postage thereon prepaid.
A written waiver of any notice of any meeting of
shareholders, signed by the person entitled thereto, whether before
or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning
of the meeting, to the transaction of any business because the
meeting is not lawfully called or conveyed.
Business transacted at any special meeting of
shareholders shall be limited to the purposes stated in the notice,
but the purpose of any such special meeting need not be stated in
the notice of such special meeting.
Section 4. Quorum. The holders of a majority of the shares of
stock entitled to vote, present in person or by proxy, shall, ex-
cept as otherwise provided by law, constitute a quorum for the
transaction of business at all meetings of the shareholders.
Section 5. Voting. Unless otherwise provided by the corporation's
Certificate of Incorporation and any amendments thereto or
certificates of designation, at every meeting of shareholders or,
if action is to be taken by written consent without a meeting, each
shareholder shall be entitled to one vote, in person or by proxy,
for each share of stock having voting power held by such
shareholder. Unless otherwise provided by law, no proxy shall be
voted on after three years from its date unless the proxy provides
for a longer period. All elections and questions shall be decided
by a plurality of the votes cast, in person or by proxy, except as
otherwise required by law, or any stock exchange requirements or as
set forth in the corporation's Certificate of Incorporation, any
amendments thereto, these bylaws or the terms of any series of
outstanding preferred stock.
Section 6. List of Shareholders. Unless otherwise provided in the
Act, at least ten (10) days before every meeting of shareholders,
a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of
each shareholder, and the number of shares registered in the name
of each shareholder, shall be prepared by the officer in charge of
the stock ledger. Such list shall be open to the examination of
any shareholder, 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 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 shareholder who is present. The stock
ledger shall be the only evidence as to who are shareholders
entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote in person or by
proxy at any meeting of shareholders.
Section 7. Organization. At each meeting of shareholders, the
chairman of the board of directors, if one shall have been elected
(or in his absence or if one shall not have been elected, the
president), shall act as chairman of the meeting. The secretary
(or in his absence or inability to act, the person whom the
chairman of the meeting shall appoint secretary of the meeting)
shall act as secretary of the meeting and keep the minutes thereof.
Section 8. Order of Business. The chairman of the meeting shall
determine the order of business and the procedure at the meeting,
including regulation of the manner of voting and the conduct of
discussion.
Section 9. Nomination of Directors. Only persons who are
nominated in accordance with the procedures set forth in these
bylaws shall be eligible to serve as directors. Nominations of
persons for election to the board of directors of the corporation
may be made (a) by or at the direction of the board of directors,
or (b) by any shareholder of the corporation who is a shareholder
of record at the time of giving of notice provided for in this
Section 9, who shall be entitled to vote for the election of
directors at the meeting and who complies with the procedures set
forth below. Any such nominations (other than those made by or at
the direction of the board of directors) must be made pursuant to
timely notice in writing to the secretary of the corporation. To
be timely, a shareholder's notice must be delivered to or mailed
and received at the principal executive offices of the corporation
not less than sixty (60) days nor more than ninety (90) days prior
to the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received no later than the close
of business on the tenth day following the day on which notice of
the date of the meeting was mailed or public disclosure thereof was
made, whichever occurred first. Such shareholder's notice shall
set forth (a) as to each person whom the shareholder proposes to
nominate for election or reelection as a director all 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 (including such person's written
consent to being named as a nominee and to serving as a director if
elected); and (b) as to the shareholder giving the notice (i) the
name and address, as they appear on the corporation's books, of
such shareholder, and (ii) the class and number of shares of stock
of the corporation which are beneficially owned by such
shareholder. At the request of the board of directors, any person
nominated by the board of directors for election as a director
shall furnish to the secretary of the corporation that information
required to be set forth in a shareholder's notice of nomination
which pertains to the nominee. Notwithstanding anything in these
bylaws to the contrary, no person shall be eligible to serve as a
director of the corporation unless nominated in accordance with the
procedures set forth in this Section 9. If the chairman of the
meeting shall determine, based on the facts, that a nomination was
not made in accordance with the procedures set forth in this
Section 9, he shall so declare to the meeting and the defective
nomination shall be disregarded. Notwithstanding the foregoing
provisions of this Section 9, a shareholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934,
and the rules and regulations thereunder, with respect to the
matters set forth in this Section 9.
Section 10. Notice of Business. At any meeting of the
shareholders, only such business shall be conducted as shall have
been brought before the meeting (a) by or at the direction of the
board of directors, or (b) by any shareholder of the corporation
who is a shareholder of record at the time of giving of the notice
provided for in this Section 10, who shall be entitled to vote at
such meeting and who complies with the procedures set forth below.
For business to be properly brought before a shareholder meeting by
a shareholder, the shareholder must have given timely notice
thereof in writing to the secretary of the corporation. To be
timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the corporation not
less than sixty (60) days nor more than ninety (90) days prior to
the meeting; provided, however, that in the event that less than
seventy (70) days' notice or prior public disclosure of the date of
the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received no later than the close
of business on the tenth day following the day on which notice of
the date of the meeting was mailed or public disclosure thereof was
made, whichever occurred first. Such shareholder's notice shall
set forth as to each matter the shareholder purposes to bring
before the meeting (a) a brief description of the business desired
to be brought before the meeting and the reasons for conducting
such business at the meeting, (b) the name and address, as they
appear on the corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of stock of the
corporation which are beneficially owned by the shareholder, and
(d) any material interest of the shareholder in such business.
Notwithstanding anything in these bylaws to the contrary, no
business shall be conducted at a shareholder meeting except in
accordance with the procedures set forth in this Section 10. If
the chairman of the meeting shall determine, based on the facts,
that business was not properly brought before the meeting in
accordance with the procedures set forth in this Section 10, he
shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted. Notwithstanding
the foregoing provisions of this Section 10, a shareholder shall
also comply with all application requirements of the Securities
Exchange Act of 1934, and the rules and regulations thereunder with
respect to the matters set forth in this Section 10.
ARTICLE II
Directors
Section 1. Powers. The business and affairs of the corporation
shall be managed by or under the direction of its board of direc-
tors.
Section 2. Number. The number of directors which shall constitute
the whole board shall not be less than three nor more than fifteen,
and shall be determined by resolution adopted by a vote of two-thirds
of the entire board, or at an annual or special meeting of
shareholders by the affirmative vote of sixty-six and two-thirds
percent (66 2/3%) of the outstanding stock entitled to vote. No
reduction in number shall have the effect of removing any director
prior to the expiration of his term. In the event the number of
directors which constitute the whole board shall be three or more,
the board of directors shall be divided into three classes as
nearly equal in number as possible with the term of office of one
class expiring each year. At the first shareholders' meeting
following the election or appointment of three or more directors
which constitute the whole board, the term of office of those of
the first class shall expire at the first annual meeting after
their election; the term of office of those of the second class
shall expire at the second annual meeting after their election; and
the term of office of those of the third class shall expire at the
third annual meeting after their election. At each annual meeting
held after such classification and election, directors shall be
chosen for a full term of three years to succeed those whose terms
expire.
No person may stand for election to, or be elected to,
the board of directors or be appointed by the directors to fill a
vacancy on the board of directors who shall have made, or be
making, improper or unlawful use of the corporation's confidential
information. Directors need not be shareholders.
Section 3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors
may be filled by a majority of the directors then in office, though
less than a quorum, and the directors so chosen shall hold office
until the next annual election of the class for which each such
director has been chosen and until his successor is duly elected
and qualified, or until his earlier resignation or removal.
Section 4. Place of Meetings. Board meetings may be held at such
places, within or without the State of Oklahoma, as stated in these
bylaws or as the board may from time to time determine or as may be
specified in the call of any meetings.
Section 5. Regular Meetings. The annual meeting of the board
shall be held without call or notice immediately after and at the
same general place as the annual meeting of the shareholders, for
the purpose of electing officers and transacting any other business
that may properly come before the meeting. Additional regular
meetings of the board may be held without call or notice at such
place and at such time as shall be fixed by resolution of the board
but in the absence of such resolution shall be held upon call by
the president or a majority of directors.
Section 6. Special Meetings. Special meetings of the board may be
called by the chairman of the board or the president or by a
majority of the directors then in office. Notice of special
meetings shall be given to each director at least three (3) days
before the meeting. Such notice shall set forth the time and place
of such meeting, but need not, unless otherwise required by law,
state the purposes of the meeting. A majority of the directors
present at any meeting may adjourn the meeting from time to time
without notice other than announcement at the meeting.
Section 7. Quorum. A majority of the total number of directors,
excluding any vacancies, shall constitute a quorum for the
transaction of business at any meeting of the board; provided, how-
ever, that in no event shall a number which is less than one-third
(1/3) of the total number of directors (excluding vacancies)
constitute a quorum. If at any meeting a quorum is not present, a
majority of the directors present may adjourn the meeting from time
to time without notice other than announcement at the meeting until
a quorum is present. The act of a majority of directors present in
person at a meeting at which a quorum is present shall be the act
of the board of directors.
Section 8. Presence at Meeting. Members of the board of
directors, or of any committee thereof, may participate in a
meeting of such board or committee by means of conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and such
participation shall be deemed presence in person at such meeting.
Section 9. Action Without Meeting. Any action required or
permitted to be taken at any meeting of the board of directors, or
of any committee thereof, may be taken without a meeting if all
members of the board or such committee, as the case may be, consent
thereto in writing, and such written consent is filed with the
minutes of the proceedings of the board or such committee.
Section 10. Committees of the Board. The board of directors may,
by resolution passed by a majority of the whole board, designate
one or more committees, each such committee to consist of one or
more of the directors of the corporation and shall have such name
or names as may be determined from time to time by resolution
adopted by the board. The board may designate one or more
directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee. Any
such committee, to the extent provided in the resolution, shall
have and may exercise the powers of the board of directors in the
management of the business and affairs of the corporation, and
generally perform such duties and exercise such powers as may be
directed or delegated by the board of directors from time to time,
and furthermore, may authorize the seal of the corporation to be
affixed to all papers which may require it; but 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(s) providing for the issuance
of shares of stock adopted by the board of directors as provided in
Section 1032(A) of the Act, fix the designations and 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 of the corporation or
fix the number of shares of any series of stock or authorize the
increase or decrease of the shares of any series), adopting an
agreement of merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially of
the corporation's property and assets, recommending to the
shareholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and unless
the resolution of the board of directors, the Certificate of
Incorporation or these bylaws expressly so provide, no such
committee shall have the power or authority to declare a dividend
or to authorize the issuance of stock or to adopt a certificate of
ownership and merger pursuant to the Act. In the absence or dis-
qualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disquali-
fied from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the board to act at the
meeting in the place of such absent or disqualified member. Each
such committee shall keep regular minutes of its proceedings and
report the same to the board of directors as and when required.
Section 11. Compensation. Each director shall be reimbursed for
reasonable expenses incurred in attending any meeting of the board
or of any committee of which such director shall be a member. The
board may by resolution allow reasonable fees to some or all of the
directors for attendance at any board or committee meeting. No
such payment shall preclude any directors from serving the corpora-
tion in any other capacity and receiving compensation therefor.
Section 12. Advisory Directors. The board of directors may ap-
point individuals who may but need not be officers or employees of
the corporation to serve as members of an advisory board of
directors of the corporation and may fix fees or compensation for
attendance at meetings of any such advisory board. The members of
any such advisory board may adopt and from time to time may amend
rules and regulations for the conduct of their meetings and shall
keep minutes which shall be submitted to the board of directors of
the corporation. The term of office of any member of the advisory
board of directors shall be at the pleasure of the board of
directors and shall expire the day of the annual meeting of the
shareholders of the corporation. The function of any such advisory
board of directors shall be to advise with respect to the affairs
of the corporation.
Section 13. Resignation. Any director may resign at any time by
giving written notice to the board of directors or to the secretary
of the corporation. 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 14. Removal. No director may be removed from office by
the shareholders except for cause with the affirmative vote of the
holders of not less than a majority of the total voting power of
all outstanding securities of the corporation then entitled to vote
generally in the election of directors, voting together as a single
class.
Section 15. Preferred Directors. Notwithstanding anything else
contained herein, whenever the holders of one or more classes or
series of Preferred Stock shall have the right, voting separately
as a class or series, to elect directors, the nomination, election,
term of office, filling of vacancies, removal and other features of
such directorships shall be governed by the terms of the
certificate of designation for such classes or series, and such
directors so elected shall not be subject to the provisions of
Sections 2, 3 and 14 of this Article II unless otherwise provided
therein.
ARTICLE III
Officers and Employees
Section 1. Election. At the annual meeting of the board, there
shall be elected such officers as may be necessary to enable the
corporation to sign instruments and stock certificates which comply
with the Act. Such officers may include a chairman of the board,
chief executive officer, vice chairman of the board, a president,
one or more vice presidents (who may be designated by different
classes), a secretary, a treasurer and other officers. No officer
need be a director. Two or more offices may be held by the same
person.
Section 2. Term, Removal and Vacancies. All officers shall serve
at the pleasure of the board. Any officer elected or appointed by
the board may be removed at any time by the board whenever in its
judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the con-
tract rights, if any, of the person so removed. A vacancy in any
office shall be filled by the board of directors.
Section 3. Chairman of the Board. The chairman of the board, if
one has been elected, shall preside at all meetings of the board,
shareholders and committees of which he is a member. He shall have
such powers and perform such duties as may be authorized by the
board of directors.
Section 4. Chief Executive Officer. If the board of directors has
elected a chairman of the board, it may designate the chairman of
the board as the chief executive officer of the corporation. If no
chairman of the board has been elected, or in his absence or in-
ability to act, or if no such designation has been made by the
board of directors, the president shall be the chief executive
officer of the corporation. The chief executive officer shall (i)
have the overall supervision of the business of the corporation and
shall direct the affairs and policies of the corporation, subject
to any directions which may be given by the board of directors,
(ii) shall have authority to designate the duties and powers of
officers and delegate special powers and duties to specified offi-
cers, so long as such designations shall not be inconsistent with
the laws of the State of Oklahoma, these bylaws or action of the
board of directors, and shall in general have all other powers and
shall perform all other duties incident to the chief executive of-
ficer of a corporation and such other powers and duties as may be
prescribed by the board of directors from time to time.
Section 5. Vice Chairman of the Board. The vice chairman of the
board, if one has been elected, shall, in the absence or inability
of the chairman of the board to act, preside at all meetings of
shareholders, the board of directors and committees of which the
chairman of the board is a member. The vice chairman of the board
shall be subject to the control of the board of directors and
chairman of the board. He shall have such powers and perform such
duties as from time to time may be assigned to him by the board of
directors or the chairman of the board.
Section 6. President. If the board of directors has elected a
chairman of the board and designated such officer as the chief
executive officer of the corporation, the president shall serve as
chief operating officer and be subject to the control of the board
of directors and the chairman of the board. He shall have such
powers and perform such duties as from time to time may be assigned
to him by the board of directors or the chairman of the board. If
the board of directors has not elected a chairman of the board, or
if one has been elected and has not been designated the chief
executive officer of the corporation, then the president shall be
the chief executive officer of the corporation with the powers and
duties provided in Article III, Section 4, of these bylaws. In any
event, the president shall have the power to execute, and shall
execute, bonds, deeds, mortgages, extensions, agreements, modifica-
tion of mortgage agreements, leases and contracts or other instru-
ments 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 or by the president to some other officer or agent of the
corporation. The chairman of the board, if there is one, or the
president may give a proxy to any other person to vote, all shares
of the stock of any other corporation standing in the name of the
corporation. The president, in general, shall have all other
powers and shall perform all other duties as may be prescribed by
the board of directors from time to time.
Section 7. Vice Presidents. A vice president shall perform such
duties as may from time to time be assigned to him by the board or
by the chairman, the vice chairman or the president. In the
absence or inability to act of the president, the vice president
(or if there is more than one vice president, in the order
designated by the board and, absent such designation, in the order
of their first election to that office) shall perform the duties
and discharge the responsibilities of the president.
Section 8. Secretary. The secretary shall be the keeper of the
corporate seal and records, and shall give notice of, attend, and
record minutes of meetings of shareholders and directors. He shall
see that the seal is affixed to all documents on which the seal is
required by law to be affixed, the execution of which on behalf of
the corporation under its seal is duly authorized in accordance
with the provisions of these bylaws. He shall, in general, perform
all duties incident to the office of secretary and such other
duties as may be assigned to him by the board or by the president.
The assistant secretaries, if any, shall have such duties as shall
be delegated to them by the secretary and, in the absence of the
secretary, the senior of them present shall discharge the duties of
the secretary.
Section 9. Treasurer. The treasurer shall be responsible for (i)
the custody and safekeeping of all of the funds and securities of
the corporation, (ii) the receipt and deposit of all monies paid to
the corporation, (iii) where necessary or appropriate, the endorse-
ment for collection on behalf of the corporation of all checks,
drafts, notes and other obligations payable to the corporation,
(iv) the disbursement of funds of the corporation under such rules
as the board may from time to time adopt, (v) maintaining the
general books of account of the corporation, and (vi) the perfor-
mance of such further duties as are incident to the office of
treasurer or as may be assigned to him by the board or by the
president. The assistant treasurers, if any, shall have such
duties as shall be delegated to them by the treasurer, and in the
absence of the treasurer, the senior one of them present shall dis-
charge the duties of the treasurer.
Section 10. Divisional Officers. The board may from time to time
appoint officers of various divisions of the corporation. Divi-
sional officers shall not by virtue of such appointment become of-
ficers of the corporation. Subject to the direction of the presi-
dent of the corporation, the president of a division shall have
general charge, control and supervision of all the business opera-
tions of his division, and the other divisional officers shall have
such duties and authority as may be prescribed by the president of
the division.
ARTICLE IV
Stock Certificates and Transfer Books
Section 1. Certificates. Every shareholder shall be entitled to
have a certificate in such form as the board shall from time to
time approve, signed by, or in the name of the corporation by (i)
the chairman of the board, if any, the president or any vice presi-
dent and (ii) the treasurer, or assistant treasurer, or the secre-
tary or an assistant secretary, certifying the number of shares
owned by him in the corporation. During the time in which the
corporation is authorized to issue more than one class of stock or
more than one series of any class, there shall be set forth on the
face or back of each certificate issued a statement that the corpo-
ration will furnish without charge to each shareholder who so re-
quests, the designations, preferences and relative, participating,
option or other special rights of each class of stock or series
thereof of the corporation and the qualifications, limitations or
restrictions of such preferences and/or rights.
The signatures of any of the officers on a certificate
may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were
such officer at the date of issue.
Section 2. Record Ownership. A record of the name and address of
the holder of each certificate, the number of shares represented
thereby, and the date of issue thereof shall be made on the corpo-
ration's books. 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 any share on the part of
any other person, whether or not it shall have express or other
notice thereof, except as required by the laws of Oklahoma.
Section 3. Transfer Agent and Registrar. The corporation may
maintain one or more transfer offices or agencies, each in the
charge of a transfer agent designated by the board, where the
shares of stock of the corporation shall be transferable. The
corporation may also maintain one or more registry offices, each in
the charge of a registrar designated by the board, wherein such
shares of stock shall be registered. To the extent authorized by
the board, the same entity may serve both as a transfer agent and
registrar.
Section 4. Lost Certificates. Any person claiming a stock cer-
tificate in lieu of one lost, stolen, mutilated or destroyed shall
give the corporation an affidavit as to his ownership of the cer-
tificate and of the facts which go to prove its loss, theft, muti-
lation or destruction. He shall also, if required by the board,
give the corporation a bond, in such form as may be approved by the
board, sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss or theft
of the certificate or the issuance of a new certificate.
Section 5. Transfer of Stock. Transfer of shares shall, except as
provided in Section 4 of this Article IV, be made on the books of
the corporation only by direction of the person named in the cer-
tificate or his attorney, lawfully constituted in writing, and only
upon surrender for cancellation of the certificate therefor, duly
endorsed or accompanied by a written assignment of the shares evi-
denced thereby.
Section 6. Fixing Date for Determination of Shareholders of Record.
(a) In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or to express consent to
any corporate action in writing without a meeting, 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 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 meetings, nor more than sixty (60) prior to
any other action.
(b) A determination of shareholders of record entitled
to notice of and to vote at a meeting of shareholders shall apply
to any adjournment of the meeting; provided, however, that the
board may fix a new record date for the adjourned meeting.
ARTICLE V
General Provisions
Section 1. Offices. The principal office of the corporation shall
be maintained in Oklahoma City, Oklahoma, or at such other place as
the board may determine. The corporation may have such other
offices as the board may from time to time determine.
Section 2. Voting of Stock. Unless otherwise ordered by the
board, the chairman of the board, if any, the president or any vice
president shall have full power and authority, in the name and on
behalf of the corporation, to attend, act and vote at any meeting
of shareholders of any company in which the corporation may hold
shares of stock, and at any such meeting shall possess and may ex-
ercise any and all rights and powers incident to the ownership of
such shares and which, as the holder thereof, the corporation might
possess and exercise if personally present, and may exercise such
power and authority through the execution of proxies or may dele-
gate such power and authority to any other officer, agent or em-
ployee of the corporation.
Section 3. Notices. Unless otherwise provided herein, whenever
notice is required to be given, it shall not be construed to re-
quire personal notice, but such notice may be given in writing by
depositing the same in the United States mail, addressed to the
individual to whom notice is being given at such address as appears
on the records of the corporation, with postage there on prepaid.
Such notice shall be deemed to be given at the time when the same
shall be thus deposited.
Section 4. Waiver of Notice. Whenever any notice is required to
be given, a waiver thereof in writing, signed by the person or per-
sons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Indemnification of Officers, Directors,
Employees and Agents
(a) The corporation shall 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 (other than an action by
or in the right of the corporation) by reason of the fact that he
is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a direc-
tor, officer, employee or agent of another corporation, partner-
ship, joint venture or other enterprise against expenses (including
attorney's fees), 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
interest of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his
conduct was unlawful. 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 interest of the corporation and with respect to any
criminal action or proceeding had reasonable cause to believe that
his conduct was unlawful.
(b) The corporation shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interest of the corporation; except that 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 to the corporation
unless and only to the extent that the court in which such action
or suit was brought shall determine, upon application, that despite
the adjudication of liability, but in the view of all the cir-
cumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(c) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of the director,
officer, employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified
by the corporation as authorized herein.
(d) The corporation may purchase (upon resolution duly
adopted by the board of directors) and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the
corporation 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 corporation would have the power to indemnify him against
such liability.
(e) To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise
in defense of any action, suit, or proceeding referred to herein 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.
(f) Every such person shall be entitled, without demand by
him upon the corporation or any action by the corporation, to
enforce his right to such indemnity in an action at law against the
corporation. The right of indemnification and advancement of
expenses hereinabove provided shall not be deemed exclusive of any
rights to which any such person may now or hereafter be otherwise
entitled and specifically, without limiting the generality of the
foregoing, shall not be deemed exclusive of any rights pursuant to
statute or otherwise, of any such person in any such action, suit
or proceeding to have assessed or allowed in his favor against the
corporation or otherwise, his costs and expenses incurred therein
or in connection therewith or any part thereof.
ARTICLE VII
Amendments
These bylaws may be altered, amended or repealed or new
bylaws may be adopted in accordance with the corporation's
Certificate of Incorporation, as the same may be amended or
supplemented, and the Act.
I hereby certify that the foregoing is a full, true and
correct copy of the bylaws of Chesapeake Oklahoma Corporation, an
Oklahoma corporation, as in effect on the date hereof.
Dated this 19th day of November, 1996.
TOM L. WARD
Tom L. Ward, Secretary
