1 EXHIBIT 3.1
BY-LAWS OF
PYRAMID OIL COMPANY
A CALIFORNIA CORPORATION
ARTICLE I
PLACE OF BUSINESS
The principal office for the transaction of the business of the
corporation shall be located at such place or places within the State of
California, as the Board of Directors shall from time to time, determine.
(Revised on April 20, 1990)
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. PLACE. All meetings of the shareholders shall be held at the
principal office of the corporation in the State of California, or such other
place as the directors shall designate at least 30 days prior to such meeting.
Section 2. ANNUAL MEETING OF SHAREHOLDERS (Amended June 6, 1976). The
annual meeting of the shareholders shall be held on the First Thursday of
June, in each year, if not a legal holiday, and if a legal holiday, then on
the next succeeding business day, at an hour designated by the Board of
Directors at least 30 days prior to such meeting, at which time the
shareholders shall elect by plurality vote a Board of Directors, consider
reports of the affairs of the Corporation, and transact such other business as
may properly be brought before the meeting. (Revised on April 20, 1990)
Section 3. SPECIAL SHAREHOLDER MEETING. Special meetings of the
shareholders, for any purpose or purposes whatsoever, may be called at any
time by the President, or by the Board of Directors, or by any two or more
members thereof, or by one or more shareholders holding not less than one-
fifth of the voting power of the corporation.
Section 4. NOTICE OF MEETINGS AND ADJOURNED MEETINGS. Notices of
shareholder meetings, annual or special, shall be given in writing to
shareholders entitled to vote by the Secretary or the Assistant Secretary, or
if there be no such officer, or in case of his neglect or refusal, by any
director or shareholder.
Such notices shall be sent to the shareholder's address appearing on the
books of the corporation, or supplied by him to the corporation for the
purpose of notice, not less than seven days before such meeting.
Notice of any meeting of shareholders shall specify the place, the day
and the hour of meeting, and in case of special meeting, as provided by the
Corporations Code of California, the general nature of the business to be
transacted.
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When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in case of an original meeting. Save, as
aforesaid, is shall not be necessary to give any notice of the adjournment or
of the business to be transacted at an adjourned meeting other than by
announcement at the meeting at which such adjournment is taken.
Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote
has been absent from any meeting of shareholders, whether annual or special,
an entry in the minutes to the effect that notice has been duly given shall be
sufficient evidence that due notice of such meeting was given to such
shareholder, as required by law and the by-laws of the corporation.
Section 6. CONSENT TO SHAREHOLDERS' MEETINGS. The transaction of any
meeting of shareholders, however called and noticed, shall be valid as though
had at a meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or after the
meeting, each of the shareholders entitled to vote, not present in person or
by proxy, sign a written waiver of notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Any action which may be taken at a meeting of the shareholders may be
taken without a meeting if authorized by a writing signed by all of the
holders of shares who would be entitled to vote at a meeting for such purpose,
and filed with the Secretary of the corporation.
Section 7. QUORUM. The holders of a majority of the shares entitled to
vote thereat, present in person, or represented by proxy, shall be requisite
and shall constitute a quorum at all meetings of the shareholders for the
transaction of business except as otherwise provided by law, by the Articles
of Incorporation, or by these By-Laws. If, however, such majority shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person, or by proxy, shall have power to
adjourn the meeting from time to time, until the requisite amount of voting
shares shall be present. At such adjourned meeting at which the requisite
amount of voting shares shall be represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
Section 8. VOTING. Only persons in whose names shares entitled to vote
stand on the stock records of the corporation on the day of any meeting of
shareholders, unless some other day be fixed by the Board of Directors for the
determination of shareholders of record, then on such other day, shall be
entitled to vote at such meeting.
Every shareholder entitled to vote shall be entitled to one vote for each
of said shares and shall have the right to accumulate his votes as provided in
Section 2235 Corporations Code of California.
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Section 9. PROXIES. Every person entitled to vote or execute consents
may do so either in person or by one or more agents authorized by a written
proxy executed by the person or his duly authorized agent and filed with the
secretary of the corporation.
ARTICLE III
DIRECTORS - MANAGEMENT
Section 1. POWERS. Subject to the limitation of the Articles of
Incorporation, of the By-Laws and of the Laws of the State of California as to
actions to be authorized or approved by the shareholders, all corporate powers
shall be exercised by or under authority of, and the business and affairs of
this corporation shall be controlled by, a Board of Directors.
Section 2. NUMBER OF DIRECTORS AND QUALIFICATIONS. (AMENDED September
18, 1986) The authorized number of directors of the corporation shall be five
(5). At the Annual Meeting of Shareholders of PYRAMID OIL COMPANY held on
September 18, 1986 the following RESOLUTION was adopted by the majority vote
of the Shareholders, upon a motion duly made and seconded:
RESOLVED that Article III, Section 2 of the Company's By-Laws, the Number
of Directors and Qualifications is hereby amended to reduce the size of
the Company's Board of Directors from seven to five individuals. (Revised
on September 18, 1986)
Section 3. ELECTION AND TENURE OF OFFICE. The directors shall be
elected by ballot at the annual meeting of the shareholders, to serve for one
year and until their successors are elected and have qualified. Their term of
office shall begin immediately after election.
Section 4. VACANCIES. Vacancies in the Board of Directors may be
filled by a majority of the remaining directors, though less than a quorum, or
by a sole remaining director, and each director so elected shall hold office
until his successor is elected at an annual meeting of shareholders or at a
special meeting called for that purpose.
The Shareholders may at any time elect a director to fill any vacancy not
filled by the directors, and may elect the additional directors at the meeting
at which an amendment of the ByLaws is voted authorizing an increase in the
number of directors.
A vacancy or vacancies shall be deemed to exist in case of the death,
resignation or removal of any director, or if the shareholders shall increase
the authorized number of directors but shall fail at the meeting at which such
increase is authorized, or at an adjournment thereof, to elect the additional
director so provided for, or in case the shareholders fail at any time to
elect the full number of authorized directors.
If the Board of Directors accepts the resignation of a Director tendered
to take effect at a future time, The Board, or the shareholders, shall have
power to elect a successor to take office when the resignation shall become
effective.
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No reduction of the number of directors shall have the effect of removing
any director prior to the expiration of his term of office. The entire Board
of Directors or any individual director may be removed from office as provided
by Section 810 of the Corporations Code of the State of California.
Section 5. PLACE OF MEETINGS. Meetings of the Board of Directors shall
be held at the office of the corporation in the State of California, as
designated for this purpose, from time to time, by resolution of the Board of
Directors or written consent of all of the Members of the Board. Any meeting
shall be valid, wherever held, if held by the written consent of all Members
of the Board of Directors, given either before or after the meeting and filed
with the Secretary of the corporation.
Section 6. ORGANIZATION MEETING. The organizational meetings of the
Board of Directors shall be held immediately following the adjournment of the
annual meetings of the shareholders.
Section 7. OTHER REGULAR MEETINGS. (Amended August 30, 1984) Other
than the Annual Shareholder Meeting and the Organizational Meeting as set
forth in the By-Laws, regular meetings of the Board of Directors shall be held
at a date mutually agreed upon by a majority of the Board of Directors and all
other meetings will be called by the President or two or more of the Board of
Directors at a time and place set forth at the time the meeting is called. No
notice should be given if all members of the Board are present when date of
next meeting is set but if all members are not present notice should be mailed
or a Waiver signed by all attending said called meeting.
Section 8. SPECIAL MEETINGS and NOTICE THEREOF. Special meetings of the
Board of Directors for any purpose or purposes shall be called at any time by
the President or if he is absent or unable or refuses to act, by any Vice-
President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to the directors or sent to each director by letter or by
telegram, charges prepaid, addressed to him at his address as it is shown upon
the records of the corporation, or if it is not so shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph company in
the place in which the principal office of the corporation is located at least
forty-eight (48) hours prior to the time of the holding of the meeting. In
case such notice is delivered as above provided; it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due, legal
and personal notice to such director.
Section 9. WAIVER OF NOTICE. When all the directors are present at any
directors' meeting, however called or noticed, and sign a written consent
thereto on the records of such meeting, or, if a majority of the directors are
present, and if those not present sign in writing a waiver of notice of such
meeting, whether prior to or after the holding of such meeting, which said
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waiver shall be filed with the Secretary of the corporation, the transactions
thereof are as valid as if had at a meeting regularly called and noticed.
Section 10. NOTICE OF ADJOURNMENT. Notice of the time and place of
holding an adjourned meeting need not be given to absent directors if the time
and place be fixed at the meeting adjourned.
Section 11. QUORUM. A majority of the number of directors as fixed by
the articles or By-Laws shall be necessary to constitute a quorum for the
transaction of business, and the action of a majority of the directors present
at any meeting at which there is a quorum, when duly assembled, is valid as a
corporate act; provided that a minority of the directors, in the absence of a
quorum, may adjourn from time to time, but may not transact any business.
Section 12. DIRECTORS ACTING WITHOUT A MEETING. (Amended November 14,
1985) Any action required or permitted to be taken by the Board of Directors
under any provision of this Article may be taken without a meeting, if a
majority of the Board shall individually or collectively consent in writing to
such action. Such consent or consents shall be ratified and be filed with the
minutes of the proceedings of the Board at the next regular scheduled meeting.
Such action shall have the same force and effect as a unanimous vote of such
directors. Any certificate or other document filed under any provision of this
Article which relates to action so taken shall state that the action was taken
by a majority consent of the Board of Directors without a meeting, and that
the By-Laws, authorize the directors to so act, and such statements shall be
prima facie evidence of such authority.
ARTICLE IV
OFFICERS
Section 1. OFFICERS. The officers of the corporations shall be
1. President
2. Vice-President
3. Secretary
4. Treasurer
The corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more additional vice-presidents,
one or more assistant-secretaries, one or more assistant-treasurers, and such
other officers as may be appointed in accordance with the provisions of
Section 3 of this Article. One person may hold two or more offices, except
those of president and secretary.
Section 2. ELECTIONS. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
5 of this Article, shall be chosen annually by the Board of Directors, and
each shall hold his or her office at the pleasure of the Board of Directors,
who may, either at a regular or special meeting, remove any such officer and
appoint his or her successor.
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Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may
appoint such other officers as the business of the corporation may require,
each of whom shall hold office for such period, have such authority and
perform such duties as are provided in the By-Laws or as the Board of
Directors may from time to time determine.
Section 4. RESIGNATION AND REMOVAL. An officer may be removed, either
with or without cause, by five-sevenths (5/7) of the directors at the time in
office at a regular or special meeting of the board, or, except in case of an
officer chosen by the Board of Directors, by any officer upon whom such power
of removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the Board
of Directors or to the president, or to the secretary of the corporation. Any
such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in
the manner prescribed in the ByLaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Boards, if there
shall be such an officer, shall, if present, preside at all meetings of the
Board of Directors, and exercise and perform such other powers and duties as
may be from time to time assigned to him or her by the Board of Directors as
prescribed by the By-Laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there
be such an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and affairs of the
corporation. He shall:
(1) Preside at all meetings of the shareholders, and in the absence of
the chairmen of the Board, or if there be none, at all meetings of the Board
of Directors;
(2) Be a member of all the standing committees, including the executive
committee, if any, and shall have the general powers and duties of management
usually vested in the office of president of a corporation.
(3) Have such other powers and duties as may be prescribed by the Board
of Directors or the By-Laws.
Section 8. VICE-PRESIDENTS. In the absence or disability of the
president, the vice-presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the vice-president designated by the Board of
Directors, shall perform all the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
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president. The vice-presidents shall have such other powers and perform such
other duties as from time to time may be prescribed for him by the Board of
Directors or the By-Laws.
Section 9. SECRETARY. The secretary shall:
(1) Keep, or cause to be kept, a book of minutes at the principal office
or such other place as the Board of Directors may order, of all meetings of
directors and shareholders, with the time and place of holding, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those directors and shareholders present, the names of those
present at the directors' meeting, the number of shares present or represented
at shareholders' meetings and the proceedings thereof;
(2) Keep, or cause to be kept, at the principal office or at the office
of the corporation's transfer agent, a share register, or a duplicate share
register, showing the names of the shareholders and their addresses; the
number and classes of shares held by each; the number and date of certificates
issued for the same; the number and date of cancellation of every certificate
surrendered for cancellation;
(3) Give or cause to be given, notice of all meetings of shareholders and
the Board of Directors, as required by the By-Laws or By-Law to be given;
(4) Keep the seal of the corporation in safe custody, and shall have such
other powers and perform such other duties as may be prescribed by the Board
of Directors or the By-Laws.
Section 10. TREASURER. The treasurer shall:
(1) Keep and maintain, or cause to be kept and maintained, adequate and
correct accounts of the properties and business transactions of the
corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and surplus shares. Any
surplus, including earned surplus, paid-in surplus and surplus arising from a
reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all times be open for
inspection by any director;
(2) Shall deposit all monies and other valuables in the name and to the
credit of the corporation with such depositories as maybe designated by the
Board of Directors;
(3) Disburse the funds of the corporation as may be ordered by the Board
of Directors;
(4) Render to the president and directors, when they request it, an
account of all of his or her transactions as treasurer and of the financial
condition of the corporation;
(5) Have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-Laws.
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ARTICLE V
RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain adequate and correct
accounts, books and records of its business and properties. All of such books,
records and accounts shall be kept at its principal place of business in the
State of California, as fixed by the Board of Directors from time to time.
Section 2. INSPECTION. The share register or duplicate share register,
the books of account, and minutes of proceedings of the shareholders and
directors shall be open to inspection upon the written demand of any
shareholder or the holder or a voting trust certificate, at any reasonable
time, and for a purpose reasonably related to his or her interests as a
shareholder, and shall be exhibited at any time when required by the demand of
ten per cent of the shares represented at any shareholders' meeting. Such
inspection may be made in person or by an agent or attorney, and shall include
the right to make extracts. Demand of inspection other than at a shareholders'
meeting shall be made in writing upon the president, secretary or assistant-
secretary of the corporation.
Section 3. CHECKS, DRAFT, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of or payable to the corporation, shall be signed or endorsed by such person
or persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.
Section 4. ANNUAL REPORT. The Board of Directors of the corporation
shall cause to be sent to the shareholders not later than 120 days after the
close of the fiscal or calendar year an annual report in compliance with the
provisions of Section 3006 of the California Corporation Code, unless the By-
Laws expressly dispense with such report.
Section 5. CONTRACTS, ETC. The Board of Directors, except as the By-
Laws or Articles of Incorporation otherwise provide, may authorize any officer
or officers, agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and unless so authorized by
the Board of Directors, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or agreement or to pledge
its credit to render it liable for any purpose or to any amount.
Section 6. INSPECTION OF BY-LAWS. The corporation shall keep in its
principal office for the transaction of business the original or a copy of the
By-Laws as amended or otherwise altered to date, certified by the secretary,
which shall be open to inspection by the shareholders at all reasonable times
during business hours.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 1. STOCK CERTIFICATES. (Amended June 4, 2009) Every holder of
shares in the Corporation shall be entitled to have a certificate or
certificates signed in the name of the Corporation by the Chief Executive
Officer or the President and by the Secretary or any Assistant Secretary,
certifying the number of shares and the class or series of shares owned by the
shareholder. Any or all of the signatures on the certificate may be
facsimile. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate has ceased to be
such officer, transfer agent or registrar before such certificate is issued,
it may be issued by the Corporation with the same effect as if such person
were an officer, transfer agent or registrar at the date of issue.
Notwithstanding the preceding paragraph or any other provision of these
Bylaws that refers to certificates evidencing shares of the Corporation's
outstanding shares of capital stock, shares of the Corporation may be
evidenced by registration in the holder's name in uncertificated, book-entry
form in accordance with the direct registration system approved by the United
States Securities and Exchange Commission and by the principal securities
exchange on which the stock of the Corporation may from time to time be
traded, or as may be otherwise authorized by Section 416(b) of the California
General Corporation Law or any successor statute, as any of the foregoing may
be approved from time to time by the Board of Directors. Every holder of
uncertificated shares of the Corporation shall be entitled to receive a
statement of holdings as evidence of share ownership.
Section 2. TRANSFER. Upon surrender to the Secretary\or transfer agent
of the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignment or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a
certificate of stock to be lost or destroyed shall make an affidavit or
affirmation of that fact and advertise the same in such manner as the Board of
Directors may require. He shall, if the directors so require, give the
corporation a bond of indemnity, in a form satisfactory to the Board of
Directors, whereupon a new certificate may be issued of the same tenor and for
the same number of shares as the one alleged to be lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer agents or transfer clerks, and one or more
registrars, which shall be an incorporated bank or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors may
designate.
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Section 5. CLOSING STOCK TRANSFER BOOKS. The Board of Directors may
Close the transfer books in their discretion for a period not exceeding thirty
days preceding any meeting, annual or special, of the shareholders, or the day
appointed for the payment of a dividend.
ARTICLE VII
AMENDMENTS
Section 1. POWER OF SHAREHOLDERS. These By-Laws may be repealed or
amended, or new By-Laws may be adopted at such annual meeting, or at any other
meeting of the shareholders, called for the purpose by the Board of Directors,
by a vote representing a majority of the shares entitled to vote, or by the
written assent of such shareholders.
Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this Article VII to adopt, amend or repeal By-Laws,
Bylaws other than a By-Law or amendment thereof changing the authorized number
of directors may be adopted, amended or repealed by the Board of Directors.
Section 3. RECORD OF AMENDMENTS. Whenever an amendment or new By-Law is
adopted, it shall be copied in the Book of By-Laws with the original By-Laws,
in the appropriate place. If any By-Law is repealed, the fact of repeal with
the date of the meeting at which the repeal was enacted or written assent was
filed shall be stated in said book.
ARTICLE VIII
SEAL
Section 1. CORPORATE SEAL. The Corporation shall adopt and use a
corporate seal consisting of a circle setting forth on its circumference the
name of the corporation and showing the State and date of incorporation.
KNOWN ALL MEN BY THESE PRESENTS:
That we, the undersigned, being all the directors of PYRAMID OIL COMPANY,
a corporation incorporated, organized and existing under the laws of the State
of California, do hereby certify that the foregoing By-Laws, were duly adopted
as the By-Laws of the said corporation.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 20th day
of April 1994.
DIRECTORS
J. BEN HATHAWAY
JOHN H. ALEXANDER
OTTO HACKEL
H. TOM HUNNEWELL
JACK W. WOOD
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KNOWN ALL MEN BY THESE PRESENTS:
That I, the undersigned, the duly elected, and acting Secretary of
PYRAMID OIL COMPANY do hereby certify, that the above and foregoing By-Laws
were adopted as the ByLaws of said corporation on April 20, 1994.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 20th day of
April 1994.
LEE G. CHRISTIANSON
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Secretary