EXHIBIT 3.2
AMENDED AND RESTATED
BY-LAWS OF
ATWOOD OCEANICS, INC.
JANUARY 01, 1993
BY-LAWS OF
ATWOOD OCEANICS, INC.
ARTICLE I
OFFICES
Section 1. Registered Office. Until the Board of Directors otherwise
determines, the registered office of the Corporation required by the Texas
Business Corporation Act to be maintained in the State of Texas, shall be the
principal place of business of the Corporation, but such registered office may
be changed from time to time by the Board of Directors in the manner provided by
law and need not be identical to the principal place of business of the
Corporation.
Section 2. Other Offices. The Corporation may also have offices at such
other places or locations, within or without the State of Texas, as the Board of
Directors may, by resolution, from time to time determine or the business of the
Corporation may require.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the second Thursday of February in each year at 10:00 A.M. Central
Standard Time, if not a legal holiday, and if a legal holiday, then at the same
hour of the day on the next succeeding business day, for the purpose of electing
directors and for the transaction of any and all such other business as may
properly be brought before or submitted to the meeting. Any and all business of
any nature or character whatsoever may be transacted, and action may be taken
thereon, at any annual meeting, except as otherwise provided by law or by these
By-Laws.
Each annual meeting of the shareholders, respectively, shall be held at the
registered office of the Corporation, or at such other place within or without
the State of Texas as may be determined by the Board of Directors.
Section 2. Special Meetings Each special meeting of the shareholders shall
be held, respectively, at the registered office of the Corporation, or at such
other place within or without the State of Texas as may be determined by the
Board of Directors. However, any special meeting may be held at any place within
or within or without the State of Texas designated in a waiver or waivers of
notice signed by all of the shareholders.
Special meetings of the shareholders, for any purpose or purposes, unless
otherwise prescribed by statute or by the Articles of Incorporation may be
called by the Chairman of the Board of Directors or the President or the Board
of Directors or the holders of not less than 1/10 of all shares entitled to vote
at the meetings. A request for such a special meeting shall be directed to the
Secretary of the Corporation and such request shall state the purpose or
purposes of the proposed meeting.
Section 3. Notices of Shareholders' Meetings. Written or printed notice
stating the place, day and hour of each meeting of the shareholders, and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten (10) days nor more than fifty (50)
days before the date of the meeting either personally or by mail, by or at the
direction of the President, a Vice President, the Secretary, or the officer or
person or persons calling the meeting, to each shareholder of record entitled to
vote at such meeting. If mailed, such notice shall be deemed to be delivered
when deposited in the United States mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.
Section 4. Quorum of Shareholders. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall constitute a Quorum
at a meeting of shareholders. The vote of the holders of a majority of the
shares entitled to vote and thus represented at a meeting at which a quorum is
present shall be the act of the shareholders' meeting, unless the vote of a
greater number is required by law, the Articles of Incorporation or these
By-Laws.
Section 5. Adjournments of Annual and Special Meetings of the Shareholders.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend any meeting of the shareholders in person or by proxy; then the
holders of a majority of the votes of the shareholders present, in person or by
proxy, and entitled to vote thereat, may adjourn any such meeting from time to
time without notice, other than by announcement at the meeting, until holders of
the amount of stock requisite to constitute a quorum shall be present at the
particular meeting or at any adjournment or adjournments thereof, in person or
by proxy. The holders of a majority of the votes of the shareholders present, in
person or by proxy, and entitled to vote at any meeting, may also adjourn any
annual or special meeting of the shareholders from time to time and without
notice other than by announcement at the meeting of the time and place at which
the meeting will reconvene, until the transaction of any and all business
submitted or proposed to be submitted to such meeting or any adjournment or
adjournments thereof shall have been completed. At any such adjourned meeting at
which a quorum is present, in person or by proxy, any business may be transacted
which might have been transacted at the meeting as originally notified or
called.
Section 6. Meetings of the Shareholders. The President of the Corporation,
or in the event of his absence or omission or refusal to so act, a Vice
President of the Corporation, shall call each meeting of the shareholders to
order and shall act as Chairman of such meeting. If for any reason whatever
neither the President nor a Vice President of the Corporation acts or will act
as the Chairman of the meeting of the shareholders, then the shareholders
present, in person or by proxy, and entitled to vote thereat may by majority
vote appoint a Chairman who shall act as Chairman of the meeting.
The Secretary of the Corporation, or in the event of his absence, omission
or refusal to act, an Assistant Secretary, shall act as Secretary of each
meeting of the shareholders. If for any reason whatever neither the Secretary
nor an Assistant Secretary acts or will act as Secretary of the meeting of
shareholders, then the Chairman of the meeting or, if he fails to do so, the
shareholders present, either in person or by proxy, and entitled to vote thereat
may by majority vote appoint any person to act as Secretary of the meeting.
Section 7. Attendance and Proxies. Each shareholder entitled to vote at the
particular shareholders' meeting may attend such meeting and vote in person or
may attend such meeting by proxy, and vote by such proxy, appointed by
instrument in writing subscribed by the shareholder or by such shareholder's
duly authorized agent or attorney-in-fact and filed with the Secretary of the
Corporation before or at the time of the particular meeting, and the attendance
or the vote at any such meeting of a proxy of any such shareholder so appointed
shall for all purposes be considered as attendance or vote in person of such
shareholder. No proxy shall be valid after eleven (11) months from the date of
its execution unless a longer period is expressly provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be irrevocable,
and in no event shall it remain irrevocable for a period of more than eleven
(11) months.
Section a. Voting of Shares. At each meeting of the shareholders, each
outstanding share, regardless of class, standing in the shareholder's name on
the stock and transfer books shall be entitled to one (1) vote, subject however,
to the provisions of Section 6 of Article VIII of these By-Laws, and excepting
only as may be otherwise provided or required by law, on each matter submitted
to a vote at such meeting, unless the voting rights of the shares of any class
or classes are limited or denied by the Articles of Incorporation as permitted
by law. Treasury shares, shares of its own stock owned by another corporation,
the majority of the voting stock of which is owned or controlled by it, and
shares of its own stock held by a corporation in a fiduciary capacity shall not
be voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.
At any election for directors of the Corporation, each and every
shareholder entitled to vote may cumulate his votes and give one candidate a
number of votes equal to the number of directors to be elected, multiplied by
the number of votes to which his shares are entitled; or each shareholder may
distribute his votes on the same principle among as many candidates for
directors as the shareholder thinks fit.
Any shareholder who intends to cumulate his votes must give written notice
of this intention to the Secretary of the Corporation on or before the day
preceding the election at which the shareholder intends to cumulate his votes.
The candidates for directors receiving the highest number of votes, up to
the number of directors to be elected, are elected.
Section 9. Voting of Shares Owned Another Corporation. Shares of stock of
this Corporation standing in the names of another corporation, domestic or
foreign, on the books and records of this Corporation and having voting rights
may be voted by such officer, agent or proxy as the By-Laws of such other
corporation may authorize, or, in the absence of such authorization, as the
Board of Directors of such other corporation may determine, subject to such
provisions of the Texas Business Corporation Act as may be applicable in any
instance.
Section 10. Shares held by Fiduciaries. Receivers, Pledgees. Shares held by
an administrator, executor, guardian, or conservator, may be voted by him so
long as such shares forming a part of an estate are in the possession and
forming a part of the estate being served by him, either in person or by proxy,
without a transfer of such shares into his name. Shares standing in the name of
a trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him unless such share shall have been
transferred into his name as trustee. Shares standing in the name of a receiver
on the books and records of this Corporation may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such receiver
without such shares being transferred into his name if appropriate authority so
to do be contained in an appropriate order of the Court by which such receiver
was appointed. A shareholder whose shares are pledged shall be entitled to vote
such shares until such shares have been transferred on the books and records of
the Corporation into the name of the pledgee, unless in the transfer by the
pledgor on the books and records of the Corporation, he shall have expressly
empowered the pledgee to vote such shares, and thereafter the pledgee shall be
entitled to vote the share so transferred.
Section 11. Decisions at Meetings of Shareholders. At all meetings of the
shareholders all questions, business and matters, except those the manner of
deciding which is otherwise expressly governed by the Texas Business Corporation
Act or by the Articles of Incorporation or by these By-Laws, shall be decided by
the vote of the holders of a majority of the votes of the shareholders of the
Corporation present in person or by proxy, and entitled to vote, a quorum being
present. All voting shall be viva voce, except that upon the determination of
the officer or person presiding at the meeting or upon the demand of any
qualified voter or his proxy, voting on any further question, matter or business
at such meeting shall be by ballot. In the event any business, question or
matter is so voted upon by ballot, then each ballot shall be signed by the
shareholder voting or by his proxy and shall state the number of shares so
voted.
Section 12. List of Shareholders. A complete list of shareholders entitled
to vote at each shareholders' meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and number of shares held by each, shall
be prepared by the Secretary and kept on file at the registered office of the
Corporation and subject to inspection by any shareholder during usual business
hours for a period of at least ten (10) days prior to such meeting and shall be
produced and kept open at such meeting and at all times during such meeting
shall be subject to inspection by any shareholder.
Section 13. Record Date. The Board of Directors shall have the power to
close the stock transfer books of the Corporation or, in lieu thereof, to fix a
record date for the determination of the shareholders entitled to notice of or
to vote at any meeting of the shareholders and at any adjournment or
adjournments thereof and to fix a record date for any other purpose or purposes
as provided in Section 6 of Article VIII of these By-Laws.
ARTICLE III
BOARD OF DIRECTORS
Section 1. Board of Directors. The business, property and affairs of the
Corporation shall be managed and controlled by the Board of Directors and,
subject to such restrictions, if any, as may be imposed by law, the Articles of
Incorporation or by these By-Laws, the Board of Directors may, and are fully
authorized to, exercise all the powers of the Corporation. Directors need not be
residents of the State of Texas or shareholders of the Corporation.
In addition to the powers and authority expressly conferred on the Board of
Directors by law, the Articles of Incorporation or amendment thereof, by these
By-Laws or any amendment thereof, the Board may exercise all the powers of the
Corporation and do all such lawful acts and things as may be done by the
Corporation which are not by the laws of the State of Texas or by the Articles
of Incorporation or by these fly-Laws directed or required to be exercised or
done by the shareholders.
Section 2. Number of Directors. The number of directors shall be
established, and may be increased or decreased from time to time, by resolution
of the Board of Directors of the Corporation, provided, however, that the number
of directors shall never be less than three (3).
Section 3. Election and Term. Except as otherwise provided in Section 5 of
this Article III, all directors (the number of which shall be established by the
Board of Directors as provided by Section 2 of this Article III) shall be
elected at each annual meeting to hold office for one year and until their
successors are elected and qualified.
Section 4. Resignation. Any director or officer of the Corporation may
resign at any time as provided in Section 4 of Article IX of these By-Laws.
Section 5. Vacancy and Increase. Any vacancy or vacancies occurring in the
Board of Directors may be filled by the affirmative vote of a majority of the
remaining directors though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office and until his successor shall have been elected and
qualified. In case of any increase in the number of directors, the additional
director or directors shall be elected at either an annual meeting or at a
special meeting of the shareholders called for that purpose.
Section 6. Removal. The directors of the Corporation, and each of them, may
be removed from office from time to time and at any time with or without cause,
by the shareholders entitled to vote, at any meeting thereof at which a quorum
is present, by the vote of a two-thirds majority of the votes of the
shareholders present in person or by proxy and entitled to vote thereat; and any
vacancy or vacancies in the Board resulting therefrom may be filled by the
remaining directors, though less than a quorum.
Section 7. Offices and Records. The directors may have or establish one or
more offices of the Corporation and keep the books and records of the
Corporation, except as otherwise provided by statue, in such place or places in
the State of Texas or outside the State of Texas, as the Board of Directors may
from time to time determine.
Section 8. Meeting of Directors. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Texas.
Section 9. First Meeting. Each newly elected Board of Directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as the
annual meeting of the stockholders, and no notice of such meeting shall be
necessary.
Section 10. Election of Officers. At the first meeting of the Board of
Directors in each year at which a quorum shall be present, held next after the
annual meeting of shareholders, the Board of Directors shall proceed to the
election of the officers of the Corporation.
Section 11. Regular Meetings. There shall be regularly scheduled quarterly
meetings of the Board of Directors of the Company. Notice of such regular
meetings shall not be required.
Section 12. Special Meetings. Special meetings of the Board of Directors
shall be held whenever and wherever called or provided to be held by the
President or by any three of the Directors for the time being in office, and at
the place, day and hour determined by the officer or the three directors calling
or providing for the holding of the particular meeting, in each instance, and
such determination may be conclusively evidenced in a call, waiver of notice or
other communication signed by such officer or such three directors.
Section 13. Notice. The Secretary or an Assistant Secretary shall, but in
the event of the absence of the Secretary or an Assistant Secretary or the
failure, inability, refusal or omission on the part of the Secretary or an
Assistant Secretary so to do, any other officer of the Corporation may, give
notice of each special meeting, and of the place, day and hour of the particular
meeting, in person or by mail, or by telephone, telegraph or other means of
communication, at least three (3) days before the meeting of each director. The
attendance of a director at any meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.
Section 14. Business to be Transacted. Neither the business to be
transacted at, nor the purpose or purposes of, any regular or special meeting of
the Board of Directors need be specified in the notice or any waiver or waivers
of notice of such meeting. Any and all business of any nature or character
whatsoever may be transacted and action may be taken thereon at any such first
meeting or at any other meeting, regular or special, of the Board of Directors.
At any meeting at which every director shall be present, even though without any
notice, any business may be transacted.
Section 15. Quorum - Adjournment if Quorum is not Present. A majority of
the number of directors fixed by these By--Laws shall constitute a quorum
(provided, a majority of those present are citizens of the United States) for
the transaction of any and all business, but if at any meeting, regular or
special, or any first meeting, of the Board of Directors there be less than a
quorum present, a majority of those present, or if only one director be present,
then such director, may adjourn the meeting from time to time without notice,
other than by announcement at the meeting, until a quorum shall be present at
the meeting. A majority of the directors present at any meeting of the Board of
Directors, or if only one director be present, then such director, may adjourn
any meeting of the Board from time to time without notice, other than by
announcement at such meeting of the time and place at which the meeting will
reconvene, until the transaction of any and all business submitted or proposed
to be submitted to such meeting or any adjournment or adjournments thereof shall
have been completed. The act of a majority of the directors present at any
meeting of the Board of Directors at which a quorum is in attendance shall
constitute the act of the Board of Directors unless the act of a greater number
is required by the Articles of Incorporation or by these By-Laws.
Section 16. Compensation. Directors, as such, shall not be entitled to
receive any fixed sums or stated salaries for their services, but, by resolution
of the Board, a fixed sum and expenses of attendance, if any, may be provided
and allowed by the Board of Directors for attendance at meetings of the Board,
whether regular or special, or first meetings; provided that nothing herein
contained shall, or shall be construed so as to, preclude any director from
serving the Corporation in any other capacity or receiving compensation
therefor. Members of special or standing committees may be allowed a fixed sum
and expenses of attendance, if any, at committee meetings.
Section 17. Order of Business. At all meetings of the Board of Directors
business shall be transacted in such order as from time to time the Board of
Directors may determine. At all meetings of the Board of Directors a Chairman
shall be chosen by the Board from among the directors present and such Chairman
so chosen shall preside at the meeting.
The Secretary of the Corporation, or in his absence, an Assistant
Secretary, shall act as Secretary of the meetings of the Board of Directors, but
in the absence of the Secretary and an Assistant Secretary, or if for any reason
neither acts as Secretary thereof, the presiding officer shall appoint any
person of his choice to act, and such person shall act as Secretary at the
meeting.
Section 18. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action unless his
dissent shall be entered in the minutes of the meeting or unless he shall file
his written dissent to such action with the person acting as the Secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE IV
OFFICERS' AND DIRECTORS' SERVICES, CONFLICTING INTERESTS
AND INDEMNIFICATION
Section 1. Services. No director shall be required to devote his time or
any particular portion of his time or render services or any particular services
exclusively to this Corporation. Each and every Director shall be entirely free
to engage, participate and invest in any and all such businesses, enterprises
and activities, either similar or dissimilar to the business, enterprise and
activities of this Corporation, without breach of duty to this Corporation or to
its shareholders and without accountability or liability to this Corporation or
to its shareholders in any event or under any circumstances or conditions.
Each and every Director shall be entirely free to act for, serve and
represent any other corporation or corporations, entity or entities, and any
person or persons, in any capacity or capacities, and be or become a director or
officer, or both, of any other corporation or corporations, entity or entities,
irrespective of whether or not the business, purposes, enterprises and
activities, or any of them, thereof be similar or dissimilar to the business,
purposes, enterprises and activities, or any of them, of this Corporation,
without breach of duty to this Corporation or to its shareholders and without
accountability or liability of any character or description to this Corporation
or to its shareholders in any event or under any circumstances or conditions.
Section 2. Directors' and Officers' Interests in Contracts. No contract or
other transaction between the Corporation and one or more of its directors or
officers, or between the Corporation and any firm or partnership of which one or
more of its directors or officers are members or employees or in which they are
otherwise interested, or between the Corporation and any corporation or
association or other entity in which one or more of this Corporation's directors
or officers are shareholders, members, directors, officers or employees or in
which they are otherwise interested, shall be void or voidable by reason of or
as a result of such connection with or holding an office or offices as director
or officer or as directors or officers of this Corporation or such interest in
or in connection with such other firm, partnership, corporation, association or
other entity, notwithstanding the presence of such director or directors,
officer or officers, at the meeting of the Board of Directors of this
Corporation which acts upon or in reference to any contract or other
transaction, and notwithstanding his or their participation in such action, if
(i) the fact of such interest shall be disclosed or known to the Board of
Directors and the Board of Directors shall authorize, approve or ratify such
contract or other transaction by vote of a majority of the Directors present,
such interested Director or Directors to be counted in determining whether a
quorum is present, but not to be counted in calculating the majority necessary
to carry such vote, or if (ii) the fact of such interest shall be disclosed or
known to the shareholders and the shareholders either by written consent or by
vote of holders of record of a majority of all the outstanding shares of stock
entitled to vote shall authorize, approve or ratify such contract or other
transaction; nor shall any Director or officer be responsible to, or liable to
account to, the Corporation for any profits realized by or from or through any
such contract or other transaction of the Corporation so authorized, ratified or
approved, by reason of such interest or his being or having been a Director or
officer, or both, of this Corporation. Nothing herein contained shall create
responsibility or liability in or in connection with any such event or events or
prevent the authorization, ratification or approval of such contracts or other
transactions in any other manner permitted by law or by statute. This section
shall not be construed to invalidate any contract or other transaction which
would otherwise be valid under the common statutory law applicable thereto.
Section 3. Indemnification of Directors and Officers. Any person who is or
was a Director or Officer of the Corporation, or a Director, Officer, partner,
venturer, employee, agent or similar functionary of any other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves or served as such at the request of the Corporation,
shall be indemnified by the Corporation against any and all liability and
reasonable expense (including but not limited to counsel fees and disbursements
and amounts paid in settlement or in satisfaction of judgments or as fines or
penalties) to the extent mandated or authorized by Article 2.02-1 of the Texas
Business Corporation Act.
ARTICLE V
COMMITTEES OF DIRECTORS
Committees of Directors. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its members an
Executive Committee and one or more other committees, each of which, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors, except that no such committee shall have
the authority of the Board of Directors in reference to amending the Articles of
Incorporation, approving a merger or consolidation, recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
property and assets of the corporation otherwise than in the usual and regular
course of business, recommending to the shareholders a voluntary dissolution of
the corporation or a revocation thereof, amending, altering or repealing the
By-Laws of the corporation or adopting new By-Laws for the corporation, filling
vacancies in the Board of Directors or any such committee, filling any
directorship to be filled by reason of an increase in the number of directors,
electing or removing officers or members of any such committee, fixing the
compensation of any member of such committee or altering or repealing any
resolution of the Board of Directors which by its terms provides that it shall
not be so amendable or repealable, and, unless such resolution expressly so
provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of shares of the corporation. No notice of
any meeting of any committee shall be required, and a majority of the members of
the committee shall constitute a quorum for the transaction of business. Minutes
of all such meetings shall be kept and presented to the Board of Directors upon
request. The designation of such a committee and the delegation thereto of
authority shall not operate to relieve the Board of Directors, or any member
thereof, of any responsibility imposed upon it or him by law.
ARTICLE VI
OFFICERS
Section 1. Principal Officers. The officers of the Corporation shall be
chosen by the Board of Directors. The officers shall be a President, a
Secretary, a Treasurer, and such number of Vice Presidents, and such number of
Assistant Secretaries and Assistant Treasurers, as the Board may from time to
time determine or elect. Any person may hold two or more offices at the same
time, except that the President and Secretary shall not be the Same person.
Section 2. Additional Officers. The Board may appoint such other officers,
agents and factors as it shall deem necessary.
Section 3. Terms of Offices. Each officer shall hold his office until his
successor shall have been duly elected and qualified or until his death or until
he shall resign or shall have been removed in the manner hereinafter provided.
Section 4. Removal. Any officer or agent or member of the Executive
Committee elected or appointed by the Board of Directors may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create contract rights.
Section 5. Vacancies. A vacancy in any office may be filled by the vote of
a majority of the directors then in office for the unexpired portion of the term
of such office.
Section 6. Powers and Duties of Officers. The officers so chosen shall
perform the duties and exercise the powers expressly conferred or provided for
in these By--Laws, as well as the usual duties and powers incident to such
office, and such other duties and powers as may be assigned to them from time to
time by the Board of Directors or by the President.
Section 7. Chairman of the Board. The Board of Directors may select from
among its members a Chairman of the Board who may, if so selected, preside at
all meetings of the Board of Directors and approve the minutes of all
proceedings, thereat, and he shall be available to consult with and advise the
officers of the Corporation with respect to the conduct of the business and
affairs of the Corporation.
Section 8. The President. The President, subject to the control of the
Board of Directors, shall be the chief executive officer of the Corporation and
shall have general executive charge, management and control of the affairs,
properties and operations of the Corporation in the ordinary course of its
business, with all such duties, powers and authority with respect to such
affairs, properties and operations as may be reasonably incident to such
responsibilities; he may appoint or employ and discharge employees and agents of
the Corporation and fix their compensation; he may take, execute, acknowledge
and deliver any and all contracts, leases, deeds, conveyances, assignments,
bills of sale, transfers, releases and receipts, any and all mortgages, deeds of
trust, indentures, pledges, chattel mortgages, liens and hypothecations, and any
and all bonds, debentures and notes, and any and all other obligations and
encumbrances and any and all other instruments, documents and papers of any kind
or character for and on behalf of and in the name of the Corporation, and, with
the Secretary or an Assistant Secretary, he may sign all certificates for shares
of the capital stock of the Corporation; he shall do and perform such other
duties and have such additional authority and powers as from time to time may be
assigned to or conferred upon him by the Board of Directors.
Section 9. Vice Presidents. Each Vice President shall have such powers and
duties as may be conferred upon or assigned to him by the Board of Directors and
shall in the order of their seniority have and exercise the powers of the
President during that officer's absence or inability to act; provided however
that in the event that the foregoing functions to confer the powers of the
President upon a Vice President who is not a citizen of the United States of
America, then such Vice President shall not assume the Powers of the President
and such responsibility shall be assumed by the next senior Vice President or
other officer who is a United States citizen. Any action taken by a Vice
President on the performance of the duties of the President shall be conclusive
evidence of the absence or inability to act of the President at the time such
action was taken.
Section 10. Treasurer. The Treasurer shall have custody of all the funds
and securities of the Corporation which come into his hands, When necessary or
proper, he may endorse on behalf of the Corporation, for collection, checks,
notes and other obligations and shall deposit the same to the credit of the
Corporation in such bank or banks or depositories as shall be selected or
designated by or in the manner prescribed by the Board of Directors, He may sign
all receipts and vouchers for payments made to the Corporation, either alone or
jointly with such officer as may be designated by the Board of Directors.
Whenever required by the Board of Directors he shall render a statement of his
cash account. He shall enter or cause to be entered, punctually and regularly,
on the books of the Corporation to be kept by him or under his supervision or
direction for that purpose, full and accurate accounts of all moneys received
and paid out by, for or on account of the Corporation. He shall at all
reasonable times exhibit his books and accounts and other financial records to
any director of the Corporation during business hours. He shall have such other
powers and duties as may be conferred upon or assigned to him by the Board of
Directors. The Treasurer shall perform all acts incident to the position of
Treasurer subject always to the control of the Board of Directors. He shall, if
required by the Board of Directors, give such bond for the faithful discharge of
his duties in such form and amounts as the Board of Directors may require.
Section 11. Assistant Treasurers. Each Assistant Treasurer shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be conferred upon or assigned to him by the Board of
Directors. The Assistant Treasurers shall have and exercise the powers of the
Treasurer during that officer's absence or inability to act.
Section 12. Secretary, The Secretary (1) shall keep the minutes of all
meetings of the Board of Directors and the minutes of all meetings of the
shareholders, in books provided for that purpose, (2) shall attend to the giving
and serving of all notices, (3) may sign with the President or Vice President in
the name of the Corporation and/or attest the signatures of either to all
contracts, conveyances, transfers, assignments, encumbrances, authorizations and
all other instruments, documents and papers, of any and every description
whatsoever, of or executed for or on behalf of the Corporation and affix the
seal of the Corporation thereto, (4) may sign with the President or a Vice
President all certificates for shares of the capital stock of the Corporation
and affix the corporate seal of the Corporation thereto, (5) shall have charge
of and maintain and keep or supervise and control the maintenance and keeping
the stock certificate books, transfer books and stock ledgers and such other
books and papers as the Board of Directors may authorize, direct or provide for,
all of which shall at all reasonable times be open to the inspection of any
director, upon request, at the office of the Corporation during business hours,
(6) shall, in general, perform all the duties incident to the office of
Secretary, and (7) shall have such other powers and duties as may be conferred
upon or assigned to him by the Board of Directors; subject always to the control
of the Board of Directors.
Section 13. Assistant Secretaries. Each Assistant Secretary shall have the
usual powers and duties pertaining to his office, together with such other
powers and duties as may be conferred upon or assigned to him by the Board of
Directors or the Secretary. The Assistant Secretaries shall have and exercise
the powers of the Secretary during that officers absence or inability to act.
Section 14. Securities of Other Corporations. The President or any Vice
President or Secretary or Treasurer of the Corporation shall have the power and
authority to transfer, endorse for transfer, vote, consent or take any other
action with respect to any securities of another issuer which may be held or
owned by the Corporation and to make, execute and deliver any waiver, proxy or
consent with respect to any such securities.
ARTICLE VII
BOOKS, DOCUMENTS AND ACCOUNTS
The Board of Directors shall have power to keep the books, documents and
accounts of the Corporation outside of the State of Texas, except that a record
of its shareholders, giving the names and addresses of all shareholders and the
number and class of shares held by each shall be kept at its registered office
or principal place of business, or at the office of its transfer agent or
registrar and the original or a duplicate stock ledger shall at all times be
kept within the State of Texas.
ARTICLE VIII
CAPITAL STOCK
Section 1. Stock Certificates. The certificates for shares of the capital
stock of the Corporation shall be in such form as shall be approved by the Board
of Directors. They shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued and shall exhibit the holder's name
and the number of shares. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of the Corporation by
the President, or a Vice President, and the Secretary or an Assistant Secretary
of the Corporation, certifying the number of shares owned by him in the
Corporation, with the seal of the Corporation or a facsimile thereof impressed
or printed thereon. Where any such certificate is countersigned by a transfer
agent, or registered by a registrar, either of which is other than the
Corporation itself or an employee of the Corporation, the signatures of the
President or Vice President and the Secretary or Assistant Secretary upon a
certificate may be facsimiles, engraved or printed. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used or placed on any such certificate or certificates shall have
ceased to be such officer or officers of the Corporation, whether because of
death, resignation or otherwise, before such certificate is, or such
certificates are, issued, such certificate or certificates may nevertheless be
issued and delivered by the Corporation as though the person or persons who
signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon was or were such officer or officers at the
time of issuance thereof, and with the same effect as if he or they were such
officer or officers at the date of issuance thereof.
Section 2. Transfers. Stock of the Corporation shall be transferable in the
manner prescribed by the laws of the State of Texas and in these By-Laws.
Transfers of stock shall be made on the books of the Corporation only by the
person named in the certificate, or by his attorney or attorneys-in-fact, legal
representative or legal representatives, duly and lawfully authorized in
writing, and upon the surrender of the certificate therefor, which shall be
cancelled before the new certificate, certificates in the aggregate, for a like
number of shares shall be issued.
The Board of Directors may appoint a transfer agent or registrar for each
class of stock, and may require all stock certificates to bear the signature of
such transfer agent and of such registrar or either of them.
Section 3. Registered Holders. The Corporation shall be entitled to treat
the person in whose name any share of stock or any warrant, right or option is
registered as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, such share, warrant,
right or option on the part of any other person, whether or not the Corporation
shall have notice thereof, save as may be expressly provided otherwise by the
laws of the State of Texas.
Section 4. New Certificates. The Corporation may, in its sole discretion,
issue a new certificate for shares of its stock in the place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate, or his legal representative or representatives, to give the
Corporation such statement under oath or other evidence of such loss or
destruction as the Board may desire, and a bond in form, amount and with such
surety or sureties as the Board of Directors may prescribe or determine, and
sufficient, in the sole judgment of the Board, to indemnify and protect the
Corporation against any and all claims, liabilities, costs and expenses that may
be made or asserted against it or which it may suffer or incur or pay, on
account of the alleged loss of any such certificate or the issuance of such new
certificate. A new certificate may be issued without requiring any bond when, in
the sole discretion of the Board, it is proper so to do.
Section 5. Dividends. The Board of Directors may declare dividends as and
when the Board deems expedient and as may be permitted by law and under the
provisions of the Texas Business Corporation Act. Before declaring any dividend
there may be reserved out of the earned surplus such sum or sums as the Board of
Directors, from time to time in the absolute discretion of the directors, deems
proper for working capital or as a reserve fund to meet contingencies or for
equalizing dividends, or for such other purposes as the Board may deem conducive
to the interests of the Corporation, and the Board may abolish any such reserve
in the manner in which it was created.
Section 6. Record Dates and Closing of Transfer Books. For the purpose of
determining shareholders entitled to notice of or to vote at any meeting of
shareholders, or any adjournment thereof, or entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors of the Corporation may provide that the
stock transfer books shall be closed for a stated period but not to exceed, in
any case, fifty (50) days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting. In lieu of closing the stock transfer books
the Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
(50) days and, in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for the determination of shareholders entitled to notice of
or to vote at a meeting of shareholders, or shareholders entitled to receive
payment of a dividend, the date on which the notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders.
Section 7. Regulations. The Board of Directors shall have power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer and registration or the replacement for
certificates of shares of the capital stock of the Corporation.
ARTICLE IX
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. The fiscal year of the Corporation shall be such as
the Board of Directors shall, by resolution, provide or establish or such as the
President shall determine subject to approval of the Board.
Section 2. Seal. The seal of the Corporation shall be in such form as the
Board of Directors shall prescribe, and may be used by causing it or a facsimile
thereof to be impressed, or affixed, or printed, or reproduced or in any other
manner.
Section 3. Notice and Waiver of Notice. Whenever any notice whatever is
required to be given to any shareholder or director under the provisions of the
Texas Business Corporation Act or under the provisions of these By-Laws or the
Articles of Incorporation of this Corporation, said notice shall be deemed to be
sufficient if given by depositing the same in a post office box in a sealed
postpaid wrapper addressed to the person or persons entitled thereto at their
post office addresses, respectively, as same appear on the books or other
records of the Corporation, and such notice shall be deemed to have been given
on the day of such mailing, but said notice shall be deemed to be sufficient and
to have been given and received if given in any other manner or by any other
means authorized or provided for elsewhere in these By-Laws. A waiver or waivers
of notice, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice.
Section 4. Resignations. Any director or officer may resign at any time.
Each such resignation shall be made in writing and shall take effect at the time
specified therein, or, if no time be specified, at the time of its receipt by
either the Board of Directors or the President or the Secretary. The acceptance
of a resignation shall not be necessary to make it effective, unless expressly
so provided in the resignation.
Section 5. Securities of Other Corporations The President or any vice
president of the Corporation shall have power and authority to transfer, endorse
for transfer, vote, consent or take any other action with respect to any
securities of another issuer which may be held or owned by the Corporation and
to make, execute and deliver any waiver, proxy or consent with respect to any
such securities.
Section 6. Depositories. Funds of the Corporation not otherwise employed
shall be deposited from time to time in such banks or other depositories as
either the Board of Directors or the President or the Treasurer may select or
approve.
Section 7. Signing of Checks, Notes, etc. In addition to and cumulative of,
but in nowise limiting or restricting, any other provision or provisions of
these By-Laws which confer any authority relative thereto, all checks, drafts
and other orders for the payment of money or moneys out of funds of the
Corporation and all notes and other evidences of indebtedness of the Corporation
shall be signed on behalf of the Corporation, in such manner, and by such
officer or officers, person or persons, as shall from time to time be determined
or designated by or pursuant to resolution or resolutions of the Board of
Directors; provided, however, that if, when, after and as authorized or provided
for by resolution or resolutions of the Board of Directors the signature or
signatures of any such officer or officers, person or persons, may be facsimile
or facsimiles, engraved or printed, and shall have the same force and effect and
bind the Corporation as though such officer or officers, person or persons, had
signed the same personally, and, in event of the death, disability, removal or
resignation of any such officer or officers, person or persons, if the Board of
Directors shall so determine or provide, as though and with the same effect as
if such death, disability, removal or resignation had not occurred.
Section 8. Persons. Wherever used or appearing in these By-Laws, pronouns
of the masculine gender shall include the persons of the female sex as well as
the neuter gender and the singular shall include the plural wherever
appropriate.
Section 9. Laws and Statutes. Wherever used or appearing in these By-Laws,
the words `law" or "laws" or "statute" or `statutes", respectively, shall mean
and refer to laws and statutes, or a law or a statute, of the State of Texas, to
the extent only that such is or are expressly applicable, except where otherwise
expressly stated or the context requires that such words not be so limited.
Section 10. Headings. The headings of the Articles and Sections of these
By-Laws are inserted for convenience of reference only and shall not be deemed
to be a part thereof or used in the construction or interpretation thereof.
ARTICLE X
AMENDMENTS
Amendment of By-Laws. The By-Laws of the Corporation may be altered,
amended or repealed or new By-Laws may be adopted by either the unanimous
action of the Board of Directors or the Shareholders. Such equal power to alter,
amend, or repeal the By-Laws or adopt new By--Laws is delegated to the Board of
Directors by the adoption of this By-Law by the Shareholders.
The foregoing is certified as a true and correct copy of the By-Laws of
Atwood Oceanics, Inc., as of this 6th day of January , 1993.
By:
By:
John R. Irwin,
James H. Holland. Secretary