EQUITY OIL COMPANY
AMENDED BY-LAWS
Section 2.02 of the by-laws of Equity Oil Company was amended by striking
the words "of record" shown below in capital letters.
2.02 Number, Tenure and Qualifications. The number of directors of the
corporation shall be not less than six nor more than nine, as may be fixed from
time to time within such range by resolution of the board of directors.
Directors shall be elected at each annual meeting of shareholders and hold
office for staggered terms as provided in the Articles of Incorporation. Each
director shall hold office until the director's successor shall have been
elected and qualified, or until the director's earlier death, resignation or
removal. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Directors must be the holders "OF
RECORD" of at least one share of stock in the company and natural persons
eighteen years of age or older.
A complete copy of the by-laws as amended is attached.
AMENDED BYLAWS
OF
EQUITY OIL COMPANY
ARTICLE I
SHAREHOLDERS
1.01 Annual Meeting. The corporation shall hold an annual meeting of the
shareholders on the second Wednesday of May of each year, at such time and place
as designated by the board of directors for the purpose of electing directors
and for the transaction of such other business as may properly come before the
meeting. If the annual meeting cannot be held on the day designated as provided
herein for any reason or at any adjournment thereof, the board of directors
shall cause such meeting to be held as soon thereafter as convenient.
1.02 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, may be called by the president or the chairman of the
board, if there be one, or by the board of directors. The corporation shall also
hold a special meeting of the shareholders in the event it receives one or more
written demands for the meeting stating the purpose or purposes for which it is
to be held, signed and dated by the holders of shares representing at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the meeting. Special meetings shall be held at the principal
office of the corporation or at such other place as the board of directors,
president or chairman of the board, if there be one, may determine.
1.03 Notice of Meeting. Except as otherwise required by law, the articles
of incorporation or these bylaws, notice of each meeting of shareholders stating
the date, time and place of the meeting shall be given (and shall be effective),
in accordance with Section 6.03, to each shareholder of record entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting, except that if the authorized capital stock is to be increased, at
least thirty days notice shall be given. Notice of each meeting and, if required
by law, of each annual meeting of shareholders shall include a description of
the purpose or purposes for which the meeting is called. If a meeting is
adjourned to another date, time or place, notice need not be given of the new
date, time or place if the new date, time or place is announced at the meeting
at which the adjournment is taken. If after the adjournment a new record date is
or must be fixed under Section 1.05 for the adjourned meeting, notice of the
adjourned meeting shall be given to each shareholder of record entitled thereto
as of the new record date.
1.04 Waiver of Notice. A shareholder may waive any notice required by law,
the articles of incorporation or these bylaws before, at or after the date or
time stated in the notice as the date or time when any action will occur or has
occurred. Any such waiver must be in writing, signed by the shareholder entitled
thereto and delivered to the corporation for inclusion in the minutes or filing
with the corporate records, but such delivery and filing shall not be conditions
to its effectiveness. By attending a meeting, a shareholder (a) waives objection
to lack of notice or defective notice of such meeting unless the shareholder, at
the beginning of the meeting, objects to the holding of the meeting or the
transacting of business at the meeting because of lack of notice or defective
notice, and (b) waives objection to consideration at such meeting of a
particular matter not within the purpose or purposes described in the notice of
such meeting unless, when the matter is presented for consideration, the
shareholder objects to its consideration.
1.05 Record Date. In order to make a determination of shareholders entitled
to notice of or to vote at any meeting of shareholders, entitled to demand a
special meeting of shareholders pursuant to Section 1.02, entitled to take any
other action, entitled to receive a distribution or payment of a share dividend,
or for any other purpose, the board of directors may fix a future date as the
record date for any such determination of shareholders, except that the record
date for determining shareholders entitled to take action without a meeting
pursuant to Section 1.12 shall be determined as provided in such Section. A
record date fixed under this Section shall be not more than seventy and, in the
case of a meeting of shareholders, not less than ten (thirty if the authorized
stock is to be increased) days before the meeting or action requiring the
determination of shareholders. Unless otherwise specified when the record date
is fixed, any such determination of shareholders shall be made as of the
corporation's close of business on the record date.
If a record date is not otherwise fixed under this Section, the record date
shall be (a) for the determination of shareholders entitled to notice of or to
vote at a meeting, the day before the first notice of the meeting is given to
shareholders, (b) for the determination of shareholders entitled to demand a
special meeting pursuant to Section 1.02, the date of the earliest of any of the
demands pursuant to which the meeting is called or the date that is sixty days
before the date the first of such demands is received by the corporation,
whichever is later, (c) for the determination of shareholders entitled to a
distribution, payment of a share dividend or for any other purpose determined by
the board of directors, the date the board of directors authorized the
distribution, payment or action; and (d) for the determination of shareholders
for any other purpose, the date the action requiring such determination is first
taken.
A determination of shareholders entitled to be given notice of or to vote
at any meeting of shareholders made as provided in this Section is effective for
any adjournment thereof unless the board of directors fixes a new record date,
which it must do if the meeting is adjourned to a date more than 120 days after
the date fixed for the original meeting.
1.06 Shareholders' List for Meeting. Prior to each meeting of shareholders,
the corporation shall prepare a list of the names of the shareholders who are
entitled to be given notice of the meeting. The list shall be arranged by voting
groups, if there be voting groups, and within each voting group by class or
series of shares, shall be alphabetical within each class or series and shall
show the address of, and the number of shares of each class and series that are
held by, each shareholder. This list shall be kept on file at the corporation's
principal office or at a place identified in the notice of the meeting in the
city where the meeting will be held beginning the earlier of ten days before the
meeting for which the list was prepared or two business days after notice of the
meeting is given and continuing through the meeting, and any adjournment
thereof. Subject to any restrictions and conditions imposed or allowed by law,
any shareholder or such shareholder's agent or attorney, on written demand, may
inspect or copy the shareholders' list for any purpose reasonably related to the
shareholder's interest as a shareholder during regular business hours and during
the period it is available for inspection. The corporation shall make the
shareholders' list available at the meeting and, not withstanding the foregoing,
any shareholder or agent or attorney of a shareholder may inspect the list at
any time during the meeting or any adjournment.
1.07 Voting Entitlement of Shares. Except as otherwise provided by law or
the articles of incorporation and subject to the provisions of Sections 1.05 and
1.09, each outstanding share, regardless of class, is entitled to one vote on
each matter submitted to a vote of shareholders.
1.08 Quorum. Except as otherwise provided by law or the articles of
corporation, at all meetings of shareholders, a majority of the votes entitled
to be cast on a matter shall constitute a quorum for action on such matter. Once
a share is represented for any purpose at a meeting, including the purpose of
determining that a quorum exists, it is deemed present for quorum purposes for
the remainder of the meeting and for any adjournment of that meeting, unless
otherwise provided in the articles of incorporation or unless a new record date
is or must be fixed for that adjourned meeting as provided in Section 1.05. If a
quorum does not exist the presiding officer or any shareholder or proxy that is
present at the meeting may adjourn the meeting to a different date, time or
place, and (subject to the next sentence) notice need not be given of the new
date, time or place if the new date, time or place is announced at the meeting
before adjournment. If a new record date for the adjourned meeting is or must be
fixed pursuant to Section 1.05, notice of the adjourned meeting shall be given
pursuant to Section 1.03 to persons that are shareholders as of the new record
date. At any adjourned meeting at which a quorum exists, any matter may be acted
upon that could have been acted upon at the meeting originally called; provided,
however, if new notice is given of the adjourned meeting, then such notice shall
state the purpose or purposes of the adjourned meeting sufficiently to permit
action on such matter.
1.09 Manner of Acting. If a quorum is present at a meeting of shareholders
as required by Section 1.08, action on a matter is approved if the votes
favoring the action exceed the votes opposing the action, unless a greater
number of affirmative votes, is required by law or the articles of
incorporation. Notwithstanding the foregoing and unless the articles of
incorporation provide otherwise, in the election of directors each shareholder
entitled to vote at such election shall have the right to vote the number of
shares owned by such shareholder for as many persons as there are directors to
be elected, and for whose election the shareholder has the right to vote. Those
candidates receiving the highest number of votes cast in their favor (equal to
the number of directors to be elected) are elected to the board of directors.
Cumulative voting is not allowed.
1.10 Proxies. Subject to applicable provisions of law, a shareholder may
vote by proxy appointed by a writing signed by the shareholder or by the
shareholder's duly authorized attorney-in-fact or otherwise appointed as allowed
by law. An appointment of a proxy is effective against the corporation when
received by the corporation in any manner permitted by law. An appointment is
effective for 11 months, unless otherwise provided in the appointment form.
1.11 Organization. The president shall act as chairman of all meetings of
shareholders. In the absence of the president, the chairman of the board, if
there be one, shall act as chairman. In the absence of the chairman of the
board, the vice president, if there be one, shall act as chairman of such
meeting. In the absence of the president, chairman of the board, and vice
president, any stockholder or the proxy of any stockholder may call the meeting
to order and a chairman shall be elected.
The secretary of the corporation shall act as secretary of all meetings of
the stockholders, but in his absence the chairman of the meeting may appoint any
person to act as secretary thereof.
ARTICLE II
BOARD OF DIRECTORS
2.01 General Powers. All corporate powers shall be exercised by or under
the authority of, and the business and affairs of the corporation shall be
managed under the direction of, a board of directors, except as otherwise
provided by law, the articles of incorporation or these bylaws.
2.02 Number, Tenure and Qualifications. The number of directors of the
corporation shall be not less than six nor more than nine, as may be fixed from
time to time within such range by resolution of the board of directors.
Directors shall be elected at each annual meeting of shareholders and hold
office for staggered terms as provided in the Articles of Incorporation. Each
director shall hold office until the director's successor shall have been
elected and qualified, or until the director's earlier death, resignation or
removal. No decrease in the number of directors shall have the effect of
shortening the term of any incumbent director. Directors must be the holders of
at least one share of stock in the company and natural persons eighteen years of
age or older.
2.03 Removal and Resignation. Subject to the rights of the holders of any
series of preferred shares then outstanding, any director or the entire board,
director, may be removed from office at any time, but only by its affirmative
vote of the holders of at least 80% of the voting power of all of the shares of
the corporation entitled to vote for the election of directors. Any director may
resign at any time by giving written notice of resignation to the chairman of
the board, if there be one, any other director or (if the director is not also
that officer) to the president or the secretary. Such resignation shall be
effective when it is received by the chairman, other director, the president or
the secretary, as the case may be, unless the notice of resignation specifies a
later effective date. Unless otherwise specified in the notice of resignation,
acceptance of such resignation shall not be necessary to make it effective.
2.04 Vacancies. Any vacancy occurring on the board of directors, including
a vacancy resulting from an increase in the number of directors, may be filled
by the directors as provided in the articles of incorporation or by the
shareholders at an annual meeting or at a special meeting of shareholders called
for that purpose. If the directors remaining in office constitute fewer than a
quorum, they may fill the vacancy by the affirmative vote of a majority of all
of those remaining.
2.05 Meetings. The board of directors may hold regular or special meetings,
in or out of Colorado. The board of directors may provide, by resolution, the
time and place for holding regular meetings without other notice than such
resolution. Special meetings may be called by or at the request of the chairman
of the board, if there be one, or by the president or by two or more directors
and shall be held at the principal office of the corporation unless otherwise
specified in the notice of the meeting.
2.06 Notice. Notice of each meeting of the board of directors (except those
regular meetings for which notice is not required) stating the place, date and
time of the meeting shall be given (and shall be effective) in accordance with
Section 6.03, to all directors at least three days before the date of the
meeting. The method of notice need not be the same for each director. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
2.07 Waiver of Notice. A director may waive any notice of a meeting
required by these bylaws before, at or after the date or time of the meeting
stated in the notice. Except as provided in the next sentence, any such waiver
must be in writing, signed by the director entitled thereto and delivered to the
corporation for filing with the corporate records, but such delivery and filing
shall not be conditions to its effectiveness. A director's attendance at or
participation in a meeting waives any required notice to such director of the
meeting unless, at the beginning of the meeting or promptly upon the director's
later arrival, the director objects to holding the meeting or transacting
business at the meeting because of lack of notice or defective notice and does
not thereafter vote for or assent to action taken at the meeting.
2.08 Quorum and Manner of Acting. Except as otherwise may be required by
law, the articles of incorporation or these bylaws, a majority of the directors
fixed in accordance with Section 2.02, present in person, shall constitute a
quorum for the transaction of business at any meeting of the board of directors.
Except as otherwise required by law, the act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors. No director may vote or act by proxy or power of attorney at any
meeting of directors.
2.09 Presumption of Assent. A director who is present at a meeting of the
board of directors at which action on any corporate matter is taken is deemed to
have assented to all action taken at the meeting unless the director (a) objects
at the beginning of the meeting, or promptly upon the director's arrival, to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to any action taken at the meeting; (b)
contemporaneously requests that his or her dissent or abstention as to any
specific action taken be entered in the minutes of the meeting; or (c) causes
written notice of such dissent or abstention as to any specific action to be
received by the presiding officer of the meeting before adjournment of the
meeting or by the corporation promptly after adjournment of the meeting. The
right of dissent or abstention pursuant to this Section as to specific action is
not available to a director who votes in favor of the action taken.
2.10 Meetings by Telecommunication. One or more directors may participate
in any meeting of the board by, or the meeting may be conducted through the use
of, any means of communication by which all directors participating can hear
each other during the meeting. Such participation shall constitute presence in
person at the meeting.
2.11 Director Action without a Meeting. Any action required or permitted to
be taken at a meeting of the board of directors may be taken without a meeting
if all members of the board consent to such action in writing. The action shall
be deemed to have been so taken by the board at the time the last director signs
a writing describing the action taken, unless, before such time, any director
has revoked his or her consent by a writing signed by the director and received
by the president or secretary or any other person authorized by the board of
directors to receive such a revocation. Such action shall be effective at the
time and date it is taken unless the directors establish a different effective
time or date. Such action has the same effect as action taken at a meeting of
directors and may be described as such in any document.
2.12 Committees. The Company shall have an executive committee, audit
committee, compensation committee, and nominating committee as provided in these
bylaws. Subject to applicable provisions of law, the board of directors, by
resolution adopted by a majority of all directors then in office, may create
other committees and appoint one or members of the board of directors to serve
on them. The provisions of these bylaws governing meetings, action without
meetings, notice, waiver of notice and quorum and voting requirements of the
board of directors shall apply to any committees so created or established under
these bylaws and to the members appointed thereto. Each committee created by the
board or established under these bylaws shall have and may exercise the
authority of the board of directors to the extent specified in the resolution
creating such committee, except that no such committee shall have authority to:
(a) Declare dividends or distributions;
(b) Approve or recommend to shareholders actions or proposals required by
Colorado law to be approved by shareholders;
(c) Fill vacancies on the board of directors or any of its committees;
(d) Adopt, amend or repeal by-laws;
(e) Approve a plan of merger not requiring shareholder approval;
(f) Authorize or approve reacquisition of shares except according to a
formula or method prescribed by the board of directors; and
(g) Authorize or approve the issuance or sale of shares or a contract for the
sale of shares or determine the designation and
relative rights preferences and class or series of
shares; except that the board of directors
may authorize a committee or an officer to do so within the limits
specifically prescribed by the board of directors.
(h) Any other action prohibited under the Colorado
Corporation Act as the same may be amended from time to time.
2.13 Executive Committee. The executive committee shall consist of the
president, chairman of the board, if there be one, and such other directors as
the board may determine. The president shall act as chairman of the committee.
The executive committee shall have and may exercise all authority of the board
of directors subject to such limitations, if any, as may be prescribed by
resolution of the board and by-laws of the corporation, and except as provided
by law.
2.14 Audit Committee. The board of directors shall, by resolution or
resolutions, designate three or more of its independent outside directors to
serve on the audit committee of the board. The board shall designate one person
from the members so selected to act as chairman of the committee. The audit
committee shall implement and support the oversight function of the board by
reviewing on a periodic basis the corporation's processes for producing
financial data, its internal controls, and the independence of the corporation's
external auditor. In addition, it shall:
(a) Recommend the firm to be employed as the corporation's external
auditor and review the proposed discharge of any such firm;
(b) Review the external auditor's compensation and the proposed terms of its
engagement;
(c) Review the appointment and replacement of the chief financial officer of
the company;
(d) Serve as a channel of communication between the external auditor and
the board and between the chief financial officer of the company, and the
board;
(e) Review the results of each external audit of the corporation and any
Recommendations made by the external auditor and the responses of
management to such recommendations; and
(f) Such other matters as the audit committee, in its sole discretion, deems
advisable and necessary.
2.15 Compensation Committee. The compensation committee shall be comprised
of all of the independent outside directors of the company. Each year following
the annual meeting of shareholders, the board of directors shall appoint a
chairman of the compensation committee. The compensation committee shall:
(a) Review and recommend to the board, or determine, the annual salary,
bonus, stock options, and other benefits, direct and indirect, of the
officers of the company;
(b) Review new executive compensation programs; review on a periodic basis
the operation of the corporation's executive
compensation programs to determine whether they are
properly coordinated; establish and periodically
review policies for the administration of executive
compensation programs; and take steps to modify any
executive compensation programs that yield payments
and benefits that are not reasonably related to
executive performance;
(c) Establish and periodically review policies in the area of management
perquisites;
(d) Be responsible for insuring that a proper system of compensation is in
place to provide performance oriented incentives to management; and
(e) Evaluate the president and chief financial officer's performance for
incentive purposes.
2.16 Nominating Committee. The whole board of directors shall act as a
nominating committee for the election of new directors of the company. The
nominating committee shall:
(a) By February 1 of each year, nominate candidates for all directorships to
be filled by the shareholders or the board;
(b) Consider, in making its selection, candidates for
directorships proposed by the chief executive
officer, the chairman of the board, if any, and
within the bounds of practicability, by any other
senior executive or any director or shareholder;
(c) In selecting a candidate, consideration should be
given to the skills and characteristics required of
board members in the context of the current makeup of
the board and the business of the company. The
assessment should include, but not be limited to,
issues of diversity, age and skills such as an
understanding of exploration, production, marketing,
finance, regulation, public and international
markets;
(d) Each proposed nominee shall provide the corporation
with such information concerning himself as is
required under law, to be included in the
corporation's proxy statement soliciting proxies for
his election as director; and
(e) Substitution of Nominees. In the event that a person
is validly designated as a nominee in accordance with
paragraph (b) hereof and shall thereafter become
unable or unwilling to stand for the election to the
board of directors may designate a substitute
nominee.
2.17 Compensation. The members of the board of directors shall be entitled
to reasonable compensation for their personal services as such, and shall be
paid such compensation as the directors may from time to time determine.
However, no director who is also a salaried, full time officer of the
corporation shall receive compensation for his services as a director.
2.18 Extra Services. If any director performs extra services for the
corporation at the request of the board of directors, the corporation may
remunerate the director for so doing in such manner as may be determined by the
board including the payment of expenses incurred in connection with such extra
services.
ARTICLE III
OFFICERS
3.01 General. The corporation shall have as officers a president, a
secretary, and a treasurer, who shall be appointed by the board of directors.
The board of directors may designate and appoint a chairman and other officers
of the board. The board of directors may also designate, as additional offices,
those of vice presidents, assistant secretaries, assistant treasurers, and such
other offices as it may deem necessary or appropriate; and the board of
directors, the president, and such other officers as the board of directors may
authorize, acting singly, may make appointments to such offices. The officers of
the corporation shall exercise such authority and perform such duties as shall
be determined by these by-laws or the board of directors. Any two or more
offices may be held by the same person. The officers of the corporation shall be
natural persons at least eighteen years old.
3.02 Term of Office. The officers of the corporation shall be appointed by
the board of directors at each annual meeting of the board of directors held
after each annual meeting of the shareholders. If the appointment of officers is
not made at such meeting, or if an officer or officers are to be appointed by
another officer or officers of the corporation, such appointments shall be made
as soon thereafter as convenient . Except as otherwise provided in Section 3.03,
each officer sh all hold office for the term specified in the officer's
appointment and, if applicable, until the officer's successor shall have been
appointed and qualified, or until the officer's earlier death, resignation or
removal.
3.03 Removal and Resignation. Any officer appointed by the board of
directors may be removed at any time by the board of directors. Any officer
appointed by the president or other person may be removed at any time by the
board of directors or by the appointing person. Any officer may resign at any
time by giving written notice of resignation to any director (or to any director
other than the resigning officer if the officer is also a director), to the
president, to the secretary, or to the officer who appointed. Acceptance of such
resignation shall not be necessary to make it effective, unless the notice so
provides.
3.04 Compensation. Officers shall receive such compensation for their
services as may be fixed by the board of directors or by any officer authorized
by the board of directors to fix compensation of other officers. No officer
shall be prevented from receiving compensation by reason of the fact that he or
she is also a director of the corporation. Appointment as an officer shall not
of itself create a contract or other right to compensation for services
performed by such officer.
3.05 Chairman of the Board. The board of directors may elect from its
number a chairman of the board. The chairman of the board, if there be one,
shall be an independent outside director and shall preside at all meetings of
the board of directors. The chairman shall act in a non-executive capacity;
shall have access to all corporate information; monitor officers' performance;
aid and consult with the president; assist the president in setting board
meeting agendas; facilitate communications among other members of the board as
the president and chairman mutually agree. He shall have such other powers and
duties as may be prescribed by these by-laws and by the board of directors from
time to time.
3.06 President. Subject to the direction and control of the board of
directors, the president shall be the chief executive officer of the corporation
and as such shall have general and active control of its affairs and business
and general supervision of its officers, agents and employees and shall see that
all orders and resolutions of the board of directors are carried into effect.
The president may negotiate, execute, and deliver such contracts, deeds, and
other instruments on behalf of the corporation as are necessary and appropriate
to the conduct of the business and affairs of the corporation or as are approved
by the board of directors. The president shall preside at all meetings of
shareholders, and the executive committee. The president shall also preside at
all meetings of the board of directors unless the board of directors has
appointed a chairman of the board. The president shall have such additional
authority and duties as are appropriate and customary for the office of
president and chief executive officer, except as the same may be expanded or
limited by the board of directors from time to time.
3.07 Vice Presidents. The vice president, if any (or if there is more
than one, then each vice president), shall assist the president and shall
perform such duties as may be assigned by the president or the board of
directors. The vice president, if there is one (or if there is more than one,
then the vice president designated by the board of directors, or if there is no
such designation, then the vice presidents in the order of their appointment)
shall, at the request of the president, or in the president's absence or
inability or refusal to act, have the powers and perform the duties of the
president.
3.08 Secretary. The secretary shall, except to the extent delegated by
the board of directors to another officer or officers: (a) be responsible for
the preparation and maintenance of the minutes of the proceedings of the
shareholders, the board of directors and any committees of the board and of the
other records and information required to be kept by the corporation under
Section 7-116-101 of the Colorado Business Corporation Act, or any successor
provision, and for authenticating records of the corporation ; (b) see that all
notices to the shareholders and directors are duly given in accordance with the
provisions of these bylaws or as required by law; (c) have charge of the
corporate seal and authority to affix the corporate seal to any instrument
requiring it and attest to such affixment; (d) be responsible for the
maintenance of other corporate records and files and for the preparation and
filing of reports to governmental agencies (other than tax returns), except to
the extent any of such duties is delegated to another officer or agent of the
corporation; and (e) perform all other duties incident or customary to the
office of secretary and such other duties as from time to time may be assigned
by the president or the board of directors. Assistant secretaries, if any, shall
have the same duties and powers, subject to supervision by the secretary.
3.09 Treasurer. The treasurer shall: (a) be the principal financial officer
of the corporation and have the care and custody of all funds, securities,
evidences of indebtedness and other personal property of the corporation and
deposit the same in accordance with the instructions of the board of directors;
(b) subject to any limits imposed by the board of directors, receive and give
receipts and acquittances for moneys paid in on account of the corporation, and
pay out of the funds on hand all bills, payrolls, and other just debts of the
corporation of whatever nature upon maturity; (c) be the principal accounting
officer of the corporation; (d) prescribe and maintain the methods and systems
of accounting to be followed; (e) keep complete books and records of account;
(f) prepare and file all local, state and federal tax returns; (g) prepare and
furnish to the president and the board of directors statements of account
showing the financial position of the corporation and the results of its
operations; and (h) perform all other duties incident or customary to the office
of treasurer and such other duties as may be from time to time prescribed by the
president or the board of directors. Assistant treasurers, if any, shall have
the same powers and duties, subject to supervision by the treasurer.
ARTICLE IV
SHARES
4.01 Issuance of Shares. The issuance or sale by the corporation of any
shares of its authorized capital stock of any class shall be made only upon
authorization of the board of directors. No shares shall be issued until full
consideration has been received therefor. Every issuance of shares shall be
recorded on books maintained for such purpose by or on behalf of the
corporation.
4.02 Certificates. Shares of stock issued by the corporation shall be
represented by certificates. Certificates shall be consecutively numbered, shall
be signed, either manually or by facsimile, in the name of the corporation by
the president or a vice president and by the secretary or an assistant secretary
or by such other officer or officers as may be designated by the board of
directors, and shall otherwise be in such form and contain such information,
consistent with law, as shall be prescribed by the board of directors.
Certificates may, but need not be, sealed with the seal of the corporation, or
with a facsimile thereof. In case any officer who has signed or whose facsimile
signature has been placed upon such 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 or she were such officer at the date of its issue.
4.03 Consideration for Shares. Shares shall be issued for such
consideration, expressed in dollars, as shall be fixed from time to time by the
board of directors. Such consideration may consist, in whole or in part, of any
tangible or intangible property or benefit to the corporation, including cash,
promissory notes, services performed and other securities of the corporation.
Future services shall not constitute payment or partial payment for shares. The
promissory note of a subscriber or an affiliate of a subscriber shall not
constitute payment or partial payment for shares unless the note is negotiable,
with recourse against the maker and secured by collateral, other than the
shares, having a fair market value at least equal to the principal amount of the
note.
4.04 Lost Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, the board of directors may direct the
issuance of a new certificate in lieu thereof upon such terms and conditions in
conformity with law as it may prescribe. Before issuing a new certificate, the
board of directors may in its discretion require a bond in such form and amount
and with such surety as it may determine.
4.05 Transfer of Shares. Upon surrender to the corporation or to a transfer
agent of the corporation of a certificate of stock duly endorsed or accompanied
by proper evidence of succession, assignment or authority to transfer, payment
of all transfer taxes, if any, and the satisfaction of any other requirements of
law, including without limitation evidence of compliance with all applicable
securities laws, the corporation shall issue a new certificate to the person
entitled thereto, and cancel the old certificate. Every such transfer of stock
shall be entered on the books of the corporation maintained for such purpose by
or on behalf of the corporation. The corporation or the corporation's transfer
agent may require a signature guaranty or other reasonable evidence that any
signature is genuine and effective before making any transfer. Transfers of
uncertificated shares shall be made in accordance with applicable provisions of
law.
4.06 Holders of Record. Except to the extent the corporation otherwise
provides pursuant to Section 4.07, and except for the assertion of dissenters'
rights to the extent permitted in the Colorado Business Corporation Act, the
corporation shall be entitled to treat the registered holder of any shares of
the corporation as the owner thereof for all purposes and shall not be bound to
recognize any equitable or other claim to, or interest in, the shares on the
part of any other person, whether or not the corporation shall have notice of
such claim or interest.
4.07 Recognition Procedure for Beneficial Owners. The board of directors
may establish, by resolution, a procedure by which the beneficial owner of
shares that are registered in the name of a nominee is recognized by the
corporation as the shareholder. The procedure established pursuant to this
Section may set forth the types of nominees to which it applies, the rights or
privileges that the corporation recognizes in a beneficial owner (which may
include rights or privileges other than voting), the manner in which the
procedure may be used by the nominee, the information that must be provided by
the nominee when the procedure is used, the period for which the nominee's use
of the procedure is effective, and any other aspects of the rights and duties
created thereby.
ARTICLE V
INDEMNIFICATION
5.01 Right to Indemnification. The corporation shall indemnify, to the
fullest extent permitted by law (including without limitation in circumstances
in which, in the absence of this Section 5.01, indemnification would be
discretionary under the laws of Colorado or limited or subject to particular
standards of conduct under such laws), each of its directors and officers
(hereinafter, for purposes of this Article V, individually referred to as a
"party") against all expenses, liabilities and losses (including without
limitation expenses of investigation and preparation, fees and disbursements of
counsel, accountants and other experts, judgments, fines and amounts paid in
settlement) incurred in, relating to or as a result of any action, suit or
proceeding (collectively referred to herein as a "proceeding") to which such
person may be involved or made a party by reason of serving or having served as
a director or officer of the corporation or, at the request of the corporation,
as a director, officer, manager, member, partner, trustee, employee, fiduciary,
functionary or agent of any other corporation, limited liability company,
partnership, joint venture, trust, association, employee benefit plan or other
entity or enterprise.
5.02 Advance of Expenses. In the event of any proceeding in which a party
is involved or which may give rise to a right of indemnification under Section
5.01, following written request to the corporation by the party, the corporation
shall pay to the party, to the fullest extent permitted by law (including
without limitation in circumstances in which, in the absence of this Section
5.02, advance of expenses would be discretionary under the laws of Colorado or
limited or subject to particular standards of conduct under such laws), amounts
to cover expenses incurred by the party in, relating to or as a result of such
proceeding in advance of its final disposition.
5.03 Settlements. The corporation shall not be liable under this Article
for any amounts paid in settlement of any proceeding effected without its
written consent. The corporation shall not settle any proceeding in any manner
that would impose any personal penalty or limitation on a party without the
party's written consent. Consent to a proposed settlement of any proceeding
shall not be unreasonably withheld by either the corporation or the party.
5.04 Burden of Proof. If under applicable law the entitlement of a party to
be indemnified or advanced expenses pursuant to this Article depends upon
whether a standard of conduct has been met, the burden of proof of establishing
that the party did not act in accordance with such standard shall rest with the
corporation. A party shall be presumed to have acted in accordance with such
standard and to be entitled to indemnification or advance of expenses (as the
case may be) unless, based upon a preponderance of the evidence, it shall be
determined that the party has not met such standard. Such determination and any
evaluation as to the reasonableness of amounts claimed by a party shall be made
by the board of directors or such other body or persons as may be permitted by
law.
5.05 Notification and Defense of Claim. Promptly after receipt by a party
of notice of the commencement of any proceeding, the party shall, if a claim for
indemnification in respect thereof may or will be made against the corporation
under this Article, notify the corporation in writing of the commencement
thereof; provided, however, that delay in so notifying the corporation shall not
constitute a waiver or release by the party of any rights under this Article.
With respect to any such proceeding: (a) the corporation shall be entitled to
participate therein at its own expense; (b) any counsel representing the party
to be indemnified in connection with the defense or settlement thereof shall be
counsel mutually agreeable to the party and to the corporation; and (c) if the
corporation admits that such party would be entitled to indemnification under
this Article in connection with such proceeding, the corporation shall have the
right, at its option, to assume and control the defense or settlement thereof,
with counsel satisfactory to the party. If the corporation assumes the defense
of the proceeding, the party shall have the right to employ its own counsel, but
the fees and expenses of such counsel incurred after notice from the corporation
of its assumption of the defense of such proceeding shall be at the expense of
the party unless (I) the employment of such counsel has been specifically
authorized by the corporation, (ii) the party shall have reasonably concluded
that there may be a conflict of interest between the corporation and the party
in the conduct of the defense of such proceeding, or (iii) the corporation shall
not in fact have employed counsel to assume the defense of such proceeding.
Notwithstanding the foregoing, if an insurance carrier has supplied directors
and officers liability insurance covering a proceeding and is entitled to retain
counsel for the defense of such proceeding, then the insurance carrier shall
retain counsel to conduct the defense of such proceeding unless the party and
the corporation concur in writing that the insurance carrier's doing so is
undesirable.
5.06 Payment Procedures; Enforcement. The corporation shall promptly act
upon a party's written request for indemnification or advance of expenses. The
right to indemnification and advance of expenses granted by this Article shall
be enforceable in any court of competent jurisdiction if the corporation denies
the claim, in whole or in part, or if no disposition of such claim is made
within sixty days after the written request for indemnification or advance of
expenses is made. If successful in whole or in part in such suit, the party's
expenses incurred in bringing and prosecuting such claim shall also be paid by
the corporation.
5.07 Other Payments. The corporation shall not be liable under this Article
to make any payment in connection with any proceeding against or involving a
party to the extent the party has otherwise actually received payment (under any
insurance policy, agreement or otherwise) of the amounts otherwise indemnifiable
hereunder. A party shall repay to the corporation the amount of any payment the
corporation makes to the party under this Article in connection with any
proceeding against or involving the party, to the extent the party has otherwise
actually received payment (under any insurance policy, agreement or otherwise)
of such amount. In the event of any payment under this Article, the corporation
shall be subrogated to the extent of such payment to all of the rights of
recovery of the indemnified party, who shall execute all papers and do
everything that may be necessary to assure such rights of subrogation to the
corporation.
5.08 Liability Insurance. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
fiduciary or agent of the corporation or who is or was serving at the request of
the corporation as a director, officer, manager, member, partner, trustee,
employee, fiduciary, functionary or agent of any other corporation, limited
liability company, partnership, joint venture, trust, association, employee
benefit plan or other entity or enterprise against any liability asserted
against and incurred by such person in any such capacity or arising out of such
person's status as such, whether or not the corporation would have the power to
indemnify such person against such liability under the provisions of this
Article.
5.09 Other Rights and Remedies. The rights to indemnification and advance
of expenses provided by this Article shall be in addition to, and shall not be
in limitation of, any other rights a party may have or hereafter acquire under
any law, provision of the articles of incorporation, any other or further
provision of these bylaws, vote of the shareholders or directors, agreement or
otherwise. The corporation shall have the right, but shall not be obligated, to
indemnify or advance expenses to any employee, fiduciary or agent of the
corporation not otherwise covered by this Article to the fullest extent
permitted by law. Unless otherwise provided in any separate indemnification
arrangement, any such indemnification or advance of expenses shall be made only
as authorized in the specific case by the board of directors.
5.10 Applicability; Effect. The rights to indemnification and advance of
expenses provided by this Article shall be applicable to acts or omissions that
occurred prior to the adoption of this Article, shall continue as to any party
entitled to indemnification under this Article during the period such party
serves in any one or more of the capacities covered by this Article, shall
continue thereafter so long as the party may be subject to any possible
proceeding by reason of the fact that the party served in any one or more of the
capacities covered by this Article, and shall inure to the benefit of the estate
and personal representatives of each such person. Any repeal or modification of
this Article or of any Section or provision hereof shall not adversely affect
any rights or obligations then existing. All rights to indemnification under
this Article shall be deemed to be provided by a contract between the
corporation and each party covered hereby.
5.11 Severability. If any provision of this Article shall be held to be
invalid, illegal or unenforceable for any reason whatsoever (a) the validity,
legality and enforceability of the remaining provisions of this Article shall
not in any way be affected or impaired thereby, and (b) to the fullest extent
possible, the remaining provisions of this Article shall be construed so as to
give effect to the intent of this Article that each party covered hereby is
entitled to the fullest protection permitted by law.
5.12 Expenses as a Witness. The Corporation may pay or reimburse expenses
incurred by a director, officer, employee, fiduciary, or agent in connection
with an appearance as a witness in a Proceeding at a time when he or she has not
been made a named defendant or respondent in the Proceeding.
5.13 Notice to Shareholders. If the corporation indemnifies or advances
Expenses to a director under this Article in connection with a Proceeding by or
in the right of the corporation, the corporation shall give written notice of
the indemnification for advance to the shareholders with or before the notice of
the next shareholder's meeting. If the next shareholder action is taken without
a meeting at the instigation of the board of directors, such notice shall be
given to the shareholders at or before the time the first shareholder signs a
writing consenting to such action.
ARTICLE VI
MISCELLANEOUS
6.01 Corporate Seal. The corporate seal of the corporation shall be
circular in form and shall contain the name of the corporation and the words
"Seal, Colorado." The seal may be used by causing it or a facsimile thereof to
be impressed, affixed, manually reproduced or rubber stamped with indelible ink.
6.02 Fiscal Year. The fiscal year of the corporation shall be on a calendar
year basis or as otherwise established by resolution of the board of directors.
6.03 Manner of Giving Notice; Effectiveness. Whenever notice is required by
law, the articles of incorporation or these bylaws to be given to any
shareholder or director, such notice shall be in writing (unless oral notice is
reasonable under the circumstances) and may be given in person or by telephone,
telegraph, teletype, electronically transmitted facsimile or other form or wire
or wireless communication, first class, certified or registered mail, private
courier or in any other manner permitted by law. If written, notice shall be
effective as to each such shareholder or director, as the case may be may, as
follows: (a) in the case of notice mailed by the corporation to the
shareholders, upon deposit in the United States mail, addressed to the
shareholder at the address as it appears in the corporation's current record of
shareholders and with first class postage prepaid; and (b) in all other cases,
the earliest of (I) the date received, (ii) five days after deposit in the
United States mail (properly addressed and with first class postage prepaid),
and (iii) the date shown on the return receipt, if mailed by registered or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the addressee. Oral notice is effective when communicated. If three
successive notices (whether with respect to a meeting of shareholders or
otherwise) are given by the corporation to a shareholder and are returned as
undeliverable, no further notices to such shareholder shall be necessary until
another address for the shareholder is made known to the corporation.
6.04 Receipt of Notices by the Corporation. Except as otherwise expressly
provided herein, notices, shareholder writings consenting to action and other
documents and writings shall be deemed to be received by the corporation when
they are actually received: (a) at the registered office of the corporation
addressed to the registered agent; (b) at the principal office of the
corporation (as that office is designated in the most recent document filed by
the corporation with the Colorado Secretary of State providing such information)
addressed to the corporation or to the secretary; (c) by the president or the
secretary wherever that officer may be found; or (d) by any other person
authorized from time to time by the board of directors, the president or the
secretary to receive such writings, wherever such person is found.
6.05 Amendments. The board of directors or shareholders may make, amend and
repeal the bylaws of the corporation at any time and from time to time as
provided by law.
6.06 Voting of Securities by the Corporation. Unless otherwise provided by
resolution of the board of directors, on behalf of the corporation, the
president or any vice president shall, unless otherwise directed by the board or
directors, attend in person or by substitute appointed by him or her, or shall
execute on behalf of the corporation written instruments appointing a proxy or
proxies to represent the corporation at, all meetings of the shareholders or
members of any other corporation or entity in which the corporation holds an
interest, and may, on behalf of the corporation, in person or by substitute or
by proxy, execute written waivers of notice and consents with respect to any
such meetings. At all such meetings or otherwise, the president or any vice
president, in person or by substitute or by proxy, may vote and execute written
consents and other instruments with respect to such interest and may exercise
any and all rights and powers incident to the ownership of such interest,
subject, however, to the instructions, if any, of the board of directors.
The undersigned, being the duly elected and acting secretary of Equity Oil
Company, hereby certifies that the foregoing bylaws were adopted as the bylaws
of the corporation by the board of directors on January 25, 1996.
/S/ CLAY NEWTON
CLAY NEWTON, Secretary