POGO PRODUCING COMPANY
BYLAWS
(As Amended and Restated)
ARTICLE I
Meetings of Stockholders
Section 1. The annual meeting of the stockholders of
this Corporation shall be held on such date and at such time as the
Board of Directors shall designate by resolution, or any subsequent
day or days to which such meeting may be adjourned, for the
purposes of electing directors and of transacting such other business
as may properly come before the meeting. The Board of Directors
shall fix by resolution the city and the place within such city for the
holding of such meeting, and at least ten days notice shall be given
to the stockholders of the city and place so fixed.
Section 2. Special meetings of the stockholders may
be called at any time by the Board of Directors, the Chairman of the
Board, the Executive Committee (if any), or the President. Upon
written request of any person or persons who have duly called a
special meeting, it shall be the duty of the Secretary of the
Corporation to fix the date of the meeting to be held not less than ten
nor more than sixty days after the receipt of the request and to give
due notice thereof. If the Secretary shall neglect or refuse to fix the
date of the meeting and give notice thereof, the person or persons
calling the meeting may do so.
Section 3. Every special meeting of the stockholders
shall be held at such place within or without the State of Delaware as
the Board of Directors may designate, or, in the absence of such
designation, at the registered office of the Corporation in the State
of Delaware.
Section 4. Written notice of every meeting of the
stockholders shall be given by the Secretary of the Corporation to
each stockholder of record entitled to vote at the meeting, by placing
such notice in the mail at least ten days, but not more than fifty days,
prior to the day named for the meeting addressed to each
stockholder at his address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of
notice.
Section 5. The Board of Directors may fix a date, not
less than ten nor more than sixty days preceding the date of any
meeting of stockholders, as a record date for the determination of
stockholders entitled to notice of, or to vote at, any such meeting. The
Board of Directors shall not close the books of the Corporation
against transfer of shares during the whole or any part of such
period.
Section 6. The notice of every meeting of stockholders
may be accompanied by a form of proxy approved by the Board of
Directors in favor of such person or persons as the Board of
Directors may select.
Section 7. Except as otherwise provided by law or by
the Certificate of Incorporation of the Corporation, as from time to
time amended, or by these Bylaws, the presence in person or by
proxy of stockholders of the Corporation entitled to cast at least a
majority of the votes to be cast thereat shall constitute a quorum at
each meeting of the stockholders and all questions shall be decided
by majority vote of the shares so presented in person or by proxy at
the meeting and entitled to vote thereat. The stockholders present
at any duly organized meeting may continue to do business until
adjournment, notwithstanding the withdrawal of enough stockholders
to leave less than a quorum.
Section 8. Any meeting of the stockholders may be
adjourned from time to time, without notice other than by
announcement at the meeting at which such adjournment is taken,
and at any such adjourned meeting at which a quorum shall be
present any action may be taken that could have been taken at the
meeting originally called; provided that if the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the adjourned
meeting.
Section 9. Subject to the rights of holders of any class
or series of stock having a preference over the Common Stock of the
Corporation as to dividends or upon liquidation to elect directors
under specified circumstances, nominations of persons for election
to the Board of Directors may be made only (a) by the Board of
Directors or a committee appointed by the Board of Directors or (b)
by any stockholder of the Corporation who is a stockholder of record
at the time of giving of the stockholder's notice provided for in this
Section 9, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 9. For
a nomination to be properly made by a stockholder, the stockholder
shall have given timely notice of his intention to make such
nomination or nominations in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered
to or mailed and received at the principal executive offices of the
Corporation not less than eighty days nor more than one hundred
and ten days prior to the date of the meeting of stockholders at which
such nomination is to be made; provided, however, that in the event
that less than ninety days notice or prior public disclosure of the date
of the meeting is given or made to stockholders, notice by the
stockholder to be timely received by the Corporation must be so
received not later than the close of business on the tenth day
following the day on which such notice of the date of the meeting was
mailed to stockholders or such public disclosure was made,
whichever first occurs. Such stockholder's notice to the Secretary
shall set forth: (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing to make
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such nomination or nominations; (ii) a representation of the stockholder
as to the class and number of shares of capital stock of the Corporation
which are beneficially owned by such stockholder, and the
stockholder's intent to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (iii) a
description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons
(naming such person or persons) pursuant to which the nomination
or nominations are to be made by the stockholder; (iv) the name,
age, business address and residence address, business experience
or other qualifications of the person or persons to be nominated; (v)
the principal occupation or employment of such person or persons;
(vi) the class and number of shares of capital stock of the
Corporation which are beneficially owned by such person or persons;
(vii) such other information regarding each nominee proposed by
such stockholder as would be required to be included in a proxy
statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (viii) the
consent of each nominee to serve as a director of the Corporation if
so elected. No stockholder nomination shall be effective unless
made in accordance with the procedures set forth in this Section 9.
The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a stockholder nomination was not
made in accordance with the provisions of the Bylaws, and if he
should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
Section 10. At any meeting of stockholders, only such
business shall be conducted as shall have been brought before the
meeting (a) by or at the direction of the Board of Directors or (b) by
any stockholder of the Corporation who is a stockholder of record at
the time of giving of the stockholder's notice provided for in this
Section 10, who shall be entitled to vote at such meeting and who
complies with the notice procedures set forth in this Section 10. For
business to be properly brought before a meeting of stockholders by
a stockholder, the stockholder shall have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice shall be delivered to or mailed and received at
the principal executive offices of the Corporation not less than eighty
days nor more than one hundred and ten days prior to the date of the
meeting at which such business is to be considered; provided,
however that in the event that less than ninety days notice or prior
public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely received by the
Corporation must be so received not later than the close of business
on the tenth day following the day on which such notice of the date
of the meeting was mailed to stockholders or such public disclosure
was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth as to each matter the stockholder proposes
to bring before the meeting: (i) a brief description of the business
desired to be brought before the meeting: the reasons for conducting
such business at the meeting and, in the event that such business
includes a proposal to amend either the Certificate of Incorporation
or Bylaws of the Corporation, the language of the proposed amendment,
(ii) the name and address, as they appear on the Corporation's books,
of the stockholder proposing such business, (iii) a representation of
the stockholder as to the class and number of shares of capital stock of
the Corporation which are beneficially owned by such
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stockholder, and the stockholder's intent to appear
in person or by proxy at the meeting to propose such business and
(iv) any material interest of such stockholder in such business.
Notwithstanding anything in the Bylaws to the contrary, no business
shall be conducted at a stockholders meeting unless brought before
the meeting in accordance with the procedures set forth in this
Section 10. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of
the Bylaws, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the
meeting shall not be transacted.
Section 11. For purposes of Sections 9 and 10 of these
Bylaws, notice of the date of any stockholders' meeting may be
included in any (i) report or other communication mailed to
stockholders generally or (ii) press release issued by the
Corporation. Public disclosure of such date shall be deemed
sufficient for such purpose if made in any report filed by the
Corporation with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended, and the rules
and regulations thereunder. Notwithstanding the foregoing
provisions of Sections 9 and 10, a stockholder shall also comply with
all applicable requirements of the Securities Exchange Act of 1934,
as amended, and the rules and regulations thereunder with respect
to the matters set forth in Sections 9 and 10.
ARTICLE II
Board of Directors
Section 1. The business, affairs and property of the
Corporation shall be managed by the Board of Directors. The
number of directors shall be no more than twelve, divided into three
classes as provided in the Certificate of Incorporation of the
Corporation. The directors shall be elected by the stockholders as
provided in the Certificate of Incorporation of the Corporation. A
director need not be a resident of the State of Delaware or a
stockholder of the Corporation.
Section 2. Any vacancy in the Board of Directors,
including vacancies resulting from an increase in the number of
directors, shall be filled by a majority of the remaining members of
the Board though less than a quorum, and the person so chosen
shall be a director until the next election by the stockholders of the
class for which such director shall have been chosen, and until his
successor is elected and qualified.
Section 3. Regular meetings of the Board of Directors
shall be held at such place or places within or without the State of
Delaware, at such hour and on such day as may be fixed by
resolution of the Board of Directors, without further notice of such
meetings. The time or place of holding regular meetings of the
Board of Directors may be changed by the Chairman of the Board or
the President by giving written notice thereof as provided in Section
5 of this Article II.
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Section 4. Special meetings of the Board of Directors
shall be held, whenever called by the Chairman of the Board, the
President, or by a resolution of a majority of the members of the
Board of Directors that are then in office, at such place or places
within or without the State of Delaware as may be stated in the notice
of the meeting.
Section 5. Notice of the time and place of all special
meetings of the Board of Directors, and notice of any change in the
time or place of holding the regular meetings of the Board of
Directors, shall be given to each director either personally or by mail,
telephone, telegraph or facsimile, at least one day before the day of
the meeting; provided, however, that notice of any meeting need not
be given to any director if such director signs a written waiver of such
notice at any time, or if such director shall be present at such
meeting.
Section 6. A majority of the directors in office shall
constitute a quorum of the Board of Directors for the transaction of
business; but a lesser number may adjourn from day to day until a
quorum is present. Except as otherwise provided by law or in these
Bylaws, all questions shall be decided by the vote of a majority of the
directors present.
Section 7. Any action which may be taken at a meeting
of the directors or members of the Executive Committee may be
taken without a meeting if consent in writing setting forth the action
so taken shall be signed by all the directors or members of the
Executive Committee, as the case may be, and shall be filed with the
Secretary of the Corporation.
ARTICLE III
Executive Committee
The Board of Directors may, by resolution adopted by
a majority of the whole Board, designate three or more of its number
to constitute an Executive Committee which committee, during
intervals between meetings of the Board, shall have and exercise the
authority of the Board of Directors in the management of the
business of the Corporation to the extent permitted by law, including
without limitation the power and authority to declare dividends and
authorize the issuance of capital stock.
ARTICLE IV
Officers
Section 1. The officers of the Corporation shall consist
of a Chairman of the Board, President, Secretary, Treasurer and
such Vice Presidents and other officers as may be elected or appointed
by the Board of Directors. Any number of offices may be held by
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the same person. All officers shall hold office until their
successors are elected or appointed, except that the Board of
Directors may remove any officer at any time at its discretion.
Section 2. The officers of the Corporation shall have
such powers and duties as generally pertain to their offices, except
as modified herein or by the Board of Directors, as well as such
powers and duties as from time to time may be conferred by the
Board of Directors. The Chairman of the Board shall be the chief
executive officer of the Corporation and shall have general
supervision of the business, affairs and property of the Corporation
and over its several officers, and shall preside at meetings of the
Board and at meetings of the stockholders. The President shall be
the chief operating officer of the Corporation and shall have such
other duties as may be assigned to him by the Board of Directors.
ARTICLE V
Seal
The seal of the Corporation shall be in such form as the
Board of Directors shall prescribe.
ARTICLE VI
Certificates of Stock
The shares of the Corporation shall be represented by
certificates of stock, signed by the President or such Vice President
or other officer designated by the Board of Directors and
countersigned by the Treasurer or the Secretary; and if such
certificates of stock are signed or countersigned by a transfer agent
other than the Corporation, or, by a registrar other than the
Corporation, such signature of the President, Vice President, or other
officer and such countersignature of the Treasurer or Secretary, or
either of them, may be executed in facsimile, engraved or printed.
In case any officer who has signed or whose facsimile signature has
been placed upon any share certificate shall have ceased to be such
officer because of death, resignation or otherwise before the
certificate is issued, it may be issued by the Corporation with the
same effect as if the officer had not ceased to be such at the date of
its issue. Said certificates of stock shall be in such form as the
Board of Directors may from time to time prescribe.
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ARTICLE VII
Indemnification
Section 1. Right to Indemnification. The Corporation
shall indemnify and hold harmless, to the fullest extent permitted by
applicable law as it presently exists or may hereafter be amended,
any person who was or is made or is threatened to be made a party
or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "proceeding") by
reason of the fact that he, or a person for whom he is the legal
representative, is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as
a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or
non-profit entity including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably
incurred by such person. The Corporation shall indemnify a person
in connection with a proceeding initiated by such person only if the
proceeding was authorized by the Board of Directors of the
Corporation.
Section 2. Prepayment of Expenses. The Corporation
shall pay the expenses incurred in defending any proceeding in
advance of its final disposition, provided, however, that the payment
of expenses incurred by a director or officer in his capacity as a
director or officer (except with regard to service to an employee
benefit plan or non-profit organizations in advance of the final
disposition of the proceeding) shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced
if it should be ultimately determined that the director or officer is not
entitled to be indemnified under this Article or otherwise.
Section 3. Claims. If a claim for indemnification or
payment of expenses under this Article is not paid in full within ninety
days after a written claim therefor has been received by the
Corporation the claimant may file suit to recover the unpaid amount
of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim. In any such action
the Corporation shall have the burden of proving that the claimant
was not entitled to the requested indemnification or payment of
expenses under applicable law.
Section 4. Non-Exclusivity of Rights. The rights
conferred on any person by this Article shall not be exclusive of any
other rights which such person may have or hereafter acquire under
any statute, provision of the Certificate of Incorporation, these
Bylaws, agreement, vote of stockholders or disinterested directors or
otherwise.
Section 5. Amendment or Repeal. Any repeal or
modification of the foregoing provisions of this Article VII shall not
adversely affect any right or protection hereunder of any person in
respect of any act or omission occurring prior to the time of such
repeal or modification.
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ARTICLE VIII
Amendments
These Bylaws may be altered, amended, added to or
repealed by the stockholders at any annual or special meeting, by
the vote of stockholders entitled to cast at least a majority of the vote
which all stockholders are entitled to cast, and, except as may be
otherwise required by law, the power to alter, amend, add to or
repeal these Bylaws is also vested in the Board of Directors, acting
by a majority vote of the members of the Board of Directors in office
(subject always to the power of the stockholders to change such
action); provided, however, that notice of the general nature of any
such action proposed to be taken shall be included in the notice of
the meeting of stockholders or of the Board of Directors at which
such action is taken.
Amended and restated in full: 04/22/97