Exhibit 4.2
BY-LAWS
OF
ALAMCO, INC.
EFFECTIVE MARCH 23, 1995
ARTICLE I
Offices
The Corporation shall maintain a registered office in the State of Delaware as
required by law. The Corporation may also have offices at other places within
or without the State of Delaware, as the Board of Directors may from time to
time determine or the business of the Corporation may require.
ARTICLE II
Stockholders
Section 1. Place of Meetings. Meetings of the stockholders shall be held at
such place, within or without the State of Delaware, as shall be designated from
time to time by the Board of Directors.
Section 2. Annual Meetings. The annual meeting of the stockholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held on the second Friday of each May or at
such other date after the close of the Corporation's fiscal year on such date
and at such time as shall be designated by the Board of Directors.
Section 3. Special Meetings. Special meetings of the stockholders, for any
purpose or purposes, shall be called by the president at the request in writing
of a majority of the Board of Directors, or at the request in writing of the
holders of two-thirds of the issued and outstanding capital stock of the
Corporation entitled to vote at such a meeting. Such request shall state the
purpose or purposes of the proposed meeting.
Section 4. Notice of Meetings. Written notice of each meeting of the stock-
holders, stating the place, date and hour of the meeting, shall be given to each
stockholder entitled to vote at the meeting at least ten, but not more than
sixty days prior to the meeting. Notice of any meeting shall state in general
terms the purpose or purposes for which the meeting is called.
Section 5. Quorum; Adjournments of Meetings.The holders of a majority of the
issued and outstanding shares of the capital stock of the Corporation entitled
to vote at a meeting, present in person or represented by proxy, shall consti-
tute a quorum for the transaction of business at such meeting; but, if there be
less than a quorum, the holders of a majority of such shares whose holders are
so present or so represented may from time to time adjourn the meeting to
another time or place until a quorum shall be present, whereupon the meeting may
be held, as adjourned, without further notice, except as required by law, and
any business may be transacted there at which might have been transacted at the
meeting as originally called.
Section 6. Voting. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares of the capital stock entitled to vote whose
holders are present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which, by express
provision of statute or of the Certificate of Incorporation, a different vote is
required, in which case such express provision shall govern and control the
decision of such question. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
entitled to vote held by such stockholder, but no proxy shall be voted on or
after three years from its date, unless the proxy specifically provides for a
longer period.
Section 7. Inspectors of Election. The Board of Directors, or, if the Board
shall not have made the appointment, the chairman presiding at any meeting of
stockholders, shall have power to appoint one or more persons to act as inspec-
tors of election at the
the meeting or any adjournment thereof, to receive, canvass, and report the
votes cast by the stockholders at such meeting, but no candidate for the office
of director shall be appointed as an inspector at any meeting for the election
of directors.
Section 8. Chairman of Meetings. The president of the Corporation shall
preside at all meetings of the stockholders. In the absence of the president, a
majority of the members of the Board of Directors present at such meeting may
appoint any other director or officer to act as chairman of the meeting.
Section 9. Secretary of the Meetings. The secretary of the Corporation shall
act as secretary of all meetings of the stockholders. In the absence of the
secretary, the chairman of the meeting shall appoint any other person to act as
secretary of the meeting.
Section 10. Stockholder Actions. Any action upon which a vote of stockholders
of the Corporation is required or permitted may be taken only at a meeting of
stockholders, and the power of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.
Section 11. Nomination of Directors. In addition to the right of the Board of
Directors of the Corporation to make nominations for the election of directors,
nominations for the election of directors may be made by any stockholder
entitled to vote for the election of directors. Advance written notice of such
proposed nomination shall be received by the Secretary of the Corporation by
certified mail no later than (i) 90 days prior to the anniversary of the
previous year's annual meeting of stockholders, or (ii) with respect to an
election to be held at a special meeting of stockholders or at an annual meeting
that is held more than 70 days prior to the anniversary of the previous year's
annual meeting, the close of business on the tenth day following the date on
which notice of such meeting is first given to the stockholders. Each such
notice shall set forth (i) the name, age, business address and, if known,
residence address of each nominee proposed in such notice, (ii) the principal
occupation of employment of each such nominee, and (iii) the number of shares of
stock of the Corporation which are beneficially owned by each such nominee. In
addition, the stockholder making such nomination shall promptly provide any
other information reasonably requested by the Corporation.
ARTICLE III
Board of Directors
Section 1. Powers. The business of the Corporation shall be managed by its
Board of Directors which shall exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-laws directed or required to be exercised or
done by the stockholders.
Section 2. Number of Directors. The number of directors which shall constitute
the whole Board shall be not less than three nor more than seven. The directors
shall be elected at the annual meeting of stockholders or at a special meeting
of stockholders called for that purpose, and each director elected shall hold
office until his/her successor is elected and qualified. Directors need not be
stockholders. This Section may be amended to increase or decrease the number of
directors constituting the Board of Directors by one (1) within any twelve month
period by the affirmative vote of a majority of the whole Board of Directors or
by more than one (1) by the affirmative vote of at least two-thirds of the whole
Board of Directors.
Section 3. Place of Meetings. Any meeting of the Board of Directors may be
held either within or without the State of Delaware.
Section 4. First Meeting. The first meeting of the Board of Directors after
the election of directors, of which no notice shall be necessary, shall be held
immediately following the annual meeting of the stockholders or any adjournment
thereof at the place where the annual meeting of the stockholders was held at
which such directors were elected, or at such other place as a majority of the
directors who are then present shall determine, for the election or appointment
of officers and the transaction of such other business as may be brought before
such meeting.
Section 5. Regular Meetings. Regular meetings of the Board of Directors, other
than the first meeting, may be held without notice of such times and places as
the Board of Directors may from time to time determine.
Section 6. Special Meetings. Special meetings of the Board of Directors may be
called by the president and shall be called on the written request of any
director. Not less than one day's notice of a special meeting shall be given by
the secretary to each director in person, by telephone, by mail, or by tele-
graph.
Section 7. Organization. Every meeting of the Board of Directors shall be
presided over by the president of the Corporation. In the absence of the
president, or if the president is not a director, a presiding officer shall be
chosen by a majority of the directors present. The secretary of the Corporation
shall act as secretary of the meeting. In his/her absence, the presiding
officer shall appoint another person to act as secretary of the meeting.
Section 8. Quorum. A majority of the whole Board shall constitute a quorum for
the transaction of business, but less than a quorum may from time to time
adjourn any meeting to another time or place until a quorum shall be present,
whereupon the meeting may be held, as adjourned, without further notice.
Section 9. Vote. The act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation.
Section 10. Action in Lieu of a Meeting. Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of the Board or committee.
Section 11. Conference Call Meeting. Members of the Board of Directors or
of any committee designated by the Board of Directors may participate in a
meeting of the Board of Directors or committee, as the case may be, by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other, and such participation
in a meeting shall constitute presence in person at the meeting.
Section 12. Removal of Directors. Any director may be removed by the stock-
holders only as provided under the Certificate of Incorporation, as amended, and
the Delaware Corporation law.
Section 13. Indemnification of Officers and Directors.
(a) The Corporation shall indemnify each director and officer of the
Corporation who was or is a party or a witness or is threatened to be made a
party or a witness to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was an officer or director of the Corporation, or is
or was serving at the request of the Corporation as a fiduciary, trustee,
custodian, administrator or committeeman of an employee benefit plan established
and maintained by the Corporation, or is or was serving at the request of the
Corporation as an officer, director, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise to the fullest extent now
or hereafter permitted by law against all expenses (including attorneys' fees
and disbursements), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding.
(b) The Corporation shall pay expenses, including attorneys' fees and
disbursements, incurred by an officer or director in defending a civil or
criminal action, suit or proceeding in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or on behalf of
such officer or director to repay such amount if it shall ultimately be deter-
mined that such officer or director is not entitled to be indemnified by the
Corporation as authorized by applicable law.
(c) The Corporation may, as determined by the Board of Directors,
indemnify each employee and agent who was or is a party or a witness or is
threatened to be made a party of a witness to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was an employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, fiduciary, employee or agent of another corporation, partner-
ship, joint venture, trust or other enterprise to the fullest extent now or
hereafter permitted by law against all expenses (including attorneys' fees and
disbursements, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding).
The Corporation may, as determined by the Board of Directors, pay expenses
incurred by employees and agents by reason of their participation in an action,
suit or proceeding referred to in this Section 14 (c) in advance of the final
disposition of such action, suit or proceeding without receipt of an undertaking
to repay the amount so advanced.
(d) Each director and officer shall be deemed to act in such capacity in
reliance upon such rights of indemnification and advancement of expenses as are
provided in this Article. The indemnification and advancement of expenses
provided by this Article shall not be deemed exclusive of any other right to
which any person seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of stockholders or disinterested directors,
statute or otherwise, both as to action in such person's official capacity and
as to action in another capacity while holding such office or position, and
shall continue as to a person who has ceased to be a director, officer, fiducia-
ry, employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
(e) Any indemnification under this Article shall be made by the Corpora-
tion only as authorized in the specific case upon a determination that indemni-
fication of the director, officer, employee, fiduciary or agent is proper in the
circumstances because such person has acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his/her conduct was unlawful. Such determination
shall be made (i) by the Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable, if a quorum of
disinterested Directors so directs, by independent legal counsel in a written
opinion, or (iii) by the stockholders. The termination of any action, suit or
proceeding by judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which such person reason-
ably believed to be in or not opposed to the best interests of the Corporation,
and, with respect to any criminal action or proceeding, had reasonable cause to
believe that such person's conduct was unlawful.
(f) The Corporation may purchase and maintain insurance on behalf of
each director and officer against any liability asserted against and incurred by
such director or officer in any capacity, or arising out of such director's or
officer's status as such, whether or not the Corporation would have the power to
indemnify such director or officer against such liability under the provisions
of this Article.
(g) The Board of Directors, without approval of the stockholders, shall
have the power to borrow money on behalf of the Corporation, including the power
to pledge the assets of the Corporation, from time to time to discharge the
Corporation's obligations with respect to indemnification, the advancement and
reimbursement of expenses, and the purchase and maintenance of insurance
referred to in this Article III.
(h) For purposes of this Article, references to the "Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, fiduciaries, employees or
agents, so that any person who is or was a director, officer, fiduciary,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, fiduciary,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this Article with
respect to the resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had continued.
Section 14. Age Limit of Directors. No person shall be eligible to be elected
to a term as a Director of the Corporation if at the commencement of the term
the person's age at his or her last birthday was 65 years or over.
ARTICLE IV
Committees
Section 1. Executive Committee. The president shall, by resolution passed by a
majority of the entire board, designate an executive committee consisting of two
or more directors. The committee shall have and may exercise all the powers and
authority of the board in the management of the business and affairs of the
Corporation during the intervals between the meetings of the board and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but the committee shall not have the power of authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease, or exchange of
all or substantially all of the Corporation's property and assets, recommending
to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By-laws of the Corporation; and, unless the
resolution expressly so provides, the committee shall not have the power or
authority to declare a dividend or to authorize the issuance of stock.
The president of the Company shall serve as chairman of the executive
committee. It shall be his/her duty to preside at meetings of the committee, if
present. In the event that the committee shall fail to agree unanimously upon
any matter or question, the chairman shall have the power, in his/her discre-
tion, to declare that such matter or question shall be decided by the board, and
such matter or question shall thereupon be held in abeyance until acted on by
the board.
Section 2. Other Committees. The president may, by resolution passed by a
majority of the entire board, designate one or more other committees or direc-
tors which to the extent provided in the resolution shall have and may exercise
powers and authority of the board in the management of the business and affairs
of the Corporation.
Section 3. Minutes of Meetings. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.
Article V
Officers
Section 1. General. The Board of Directors shall elect the officers of the
Corporation which may include a president, a chief executive officer, a chief or
principal financial officer, such number of vice presidents as the Board may
determine, a secretary, an assistant secretary and such other officers as in its
option are desirable for the conduct of the business of the Corporation. One
person may hold more than one office in the Corporation.
Section 2. Powers and Duties. Each of the officers of the Corporation shall,
unless otherwise ordered by the Board of Directors, have such powers and duties
as generally pertain to his/her respective office as well as such powers and
duties as from time to time may be conferred upon him by the Board of
Directors. In the absence of the secretary, or in the event of his/her
inability or refusal to act, the assistant secretary may exercise, in
addition to his/her other duties, the duties of secretary.
Section 3. Term of Office; Removal and Vacancy. Each officer shall hold
his/her office until his/her successor is elected and qualified or until his/her
earlier resignation or removal. Officers shall be subject to removal with cause
at any time by the affirmative vote of a majority of the whole Board and shall
be subject to removal without cause by the affirmative vote of at least two-
thirds of the whole Board. Any vacancy occurring in any office of the corpora-
tion shall be filled by the Board of Directors.
Section 4. Power to Vote Stock. Unless otherwise ordered by the Board of
Directors, the president of the Corporation shall have the full power and
authority on behalf of the Corporation to attend and to vote at any meeting of
stockholders of the corporation in which the Corporation may hold stock, and may
exercise on behalf of the Corporation any and all of the rights and powers
incident to the ownership and authority to execute and deliver proxies, waivers,
and consents on behalf of the Corporation in connection with the exercise by the
Corporation of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time, may confer like powers upon any other
person or persons.
ARTICLE VI
Capital Stock
Section 1. Certificates of Stock. Certificates for stock of the Corporation
shall be in such form and signed by such officers that the Board of Directors
may from time to time prescribe. Any of or all of the signatures on a stock
certificate, including, without limitation, that or those of any transfer agent
or registrar, may be a facsimile or facsimiles. In the event any officer,
transfer agent or registrar who has signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, such certificate may be issued
by the Corporation with the same effect as if such officer, transfer agent or
registrar were the officer, transfer agent or registrar at the date of issue.
Section 2. Transfer of Stock. Shares of stock of the Corporation shall be
transferable on the books of the Corporation only by the holder of record
thereof, in person or by duly authorized attorney, upon surrender and cancel-
lation of certificates for a like number of shares, with an assignment or power
of transfer endorsed thereon or delivered therewith, duly executed, and with
such proof of the authenticity of the signature and of authority to transfer,
and of payment of transfer taxes, as the Corporation or its agents may require.
Section 3. Ownership of Stock. The Corporation shall be entitled to treat the
holder of record of any share or shares of stock as the owner thereof in fact
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise expressly provided by
law.
Section 4. Lost, Stolen or Destroyed Certificates. In case any certificate for
stock of the Corporation shall be lost, stolen or destroyed, the Corporation may
require such proof of the fact and such indemnity to be given to it and/or to
its transfer agent and/or registrar, if any, as shall be deemed necessary or
advisable by it.
ARTICLE VII
Miscellaneous
Section 1. Corporate Seal. The seal of the Corporation shall be as determined
by the Board of Directors.
Section 2. Fiscal Year. The Board of Directors shall have power to fix, and
from time to time to change the fiscal year of the Corporation.
ARTICLE VIII
Notices
Section 1. Notice. Whenever, under the provisions of statute or of the
Certificate of Incorporation or of these By-laws, notice is required to be given
to any director or stockholder, such notice may be given in person, by tele-
phone; by telegraph; by telecopy; or in writing, by mail, addressed to such
director or stockholder, at his/her address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Section 2. Waiver. Whenever any notice is required to be given under the
provisions of statute or of the Certificate of Incorporation or of these By-
laws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE IX
Amendment
Section 1. General. Except as provided in Section 2 below, these By-laws may
be amended or repealed, or new By-laws may be adopted by the stockholders, at
any meeting of the stockholders or by the Board of Directors at any meeting of
the Board or pursuant to Sections 10 and 11 of Article III of these By-laws.
Section 2. Amendments to Certain Sections.The affirmative vote of two-thirds of
the whole Board shall be required to amend or repeal Article II, Section 3;
Article II, Section 10; Article II, Section 11; Article III, Section 2; Article
V, Section III; and this Section 2, Article IX, of these By-laws.
March 23, 1995
All amendments from 1981 to this date have been incorporated herein.