(Sec.3.3 deleted 4/25/96)
BY-LAWS
OF
ANADARKO PETROLEUM CORPORATION
ARTICLE I
OFFICE AND RECORDS
1.1. The Corporation shall maintain a registered office in
Delaware, and may maintain such other offices and keep its books,
documents and records at such places within or without Delaware as
may from time to time be designated by the Board of Directors.
ARTICLE II
MEETINGS OF STOCKHOLDERS
2.1. All meetings of the stockholders of the Corporation
shall be held at such place or places, within or without the State
of Delaware, as may from time to time be fixed by the Board of
Directors, or as shall be specified or fixed in the respective
notices or waivers of notice thereof.
2.2. The Annual Meeting of Stockholders shall be held on such
date and at such time as may be fixed by the Board and stated in
the notice thereof, for the purpose of electing directors and for
the transaction of only such other business as is properly brought
before the meeting in accordance with these By-Laws.
To be properly brought before the meeting, business must be
either (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (b) otherwise
properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a
stockholder. In addition to any other applicable requirements, for
business to be properly brought before the Annual Meeting by a
stockholder, the stockholder must have given timely notice thereof
in writing to the Secretary of the Corporation. To be timely, a
stockholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than
50 days nor more than 75 days prior to the meeting; provided,
however, that in the event that less than 65 days' prior public
disclosure of the date of the meeting is made to stockholders,
notice by the stockholder to be timely must be so received not
later than the close of business on the 15th day following the day
on which such public disclosure was made or notice of the date of
the meeting was mailed, whichever first occurs. A stockholder's
notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the Annual Meeting (i) a brief
description of the business desired to be brought before the Annual
Meeting and the reasons for conducting such business at the Annual
Meeting, (ii) the name and record address of the stockholder
proposing such business, (iii) the class and number of shares of
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the Corporation which are beneficially owned by the stockholder and
(iv) any material interest of the stockholder in such business.
Notwithstanding anything in these By-Laws to the contrary, no
business shall be transacted at the Annual Meeting except in
accordance with the procedures set forth in this Section, provided,
however, that nothing in this Section shall be deemed to preclude
discussion by any stockholder of any business properly brought
before the Annual Meeting.
The Chairman of the Annual Meeting shall, if the facts
warrant, determine and declare to the meeting that certain business
was not properly brought before the meeting in accordance with the
provisions of this Section, 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.
2.3. Special meetings of the stockholders shall be called by
the Board. The business transacted at a special meeting shall be
confined to the purposes specified in the notice thereof. Special
meetings shall be held at such date and at such time as the Board
may designate.
2.4. Written notice of each meeting of stockholders, stating
the place, date and hour of the meeting, and the purpose or
purposes thereof, shall be mailed not less than ten nor more than
sixty days before the date of such meeting to each stockholder
entitled to vote thereat.
2.5. Unless otherwise provided by statute, stockholders
entitled to cast a majority of the total votes entitled to be cast
by all stockholders at a meeting, present either in person or by
proxy, shall constitute a quorum at such meeting. The Secretary of
the Corporation (or in his absence an Assistant Secretary or an
appointee of the presiding officer of the meeting) shall act as the
Secretary of the meeting. Whether or not a quorum is present,
holders of shares of stock entitled to cast a majority of votes
present at a meeting, in person or by proxy, may adjourn the
meeting from time to time to another time or place, at which time,
if a quorum is present, any business may be transacted which might
have been transacted at the meeting as originally scheduled.
Notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment
is taken, unless the adjournment is for more than thirty days or a
new record date is fixed for the adjourned meeting, in which event
a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
2.6. Each stockholder entitled to vote at any meeting shall
be entitled, for each share held of record on the record date fixed
as provided in Section 10.3 of Article X of these By-Laws for
determining the stockholders entitled to vote at such meeting, to
a number of votes (in person or by written proxy) determined as
provided in the Restated Certificate of Incorporation. Except as
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otherwise provided by statute or by the Restated Certificate of
Incorporation or these By-laws, the vote of a plurality of the
votes cast shall be sufficient to elect directors and to pass any
resolution within the power of the holders of all the outstanding
shares.
Elections of directors need not be by ballot; provided
however, that by resolution duly adopted, a vote by ballot may be
required.
2.7. Any stockholder entitled to vote upon any matter at any
meeting of stockholders may so vote by proxy. Every proxy shall be
in writing (which shall include telegraphing or cabling) subscribed
by the stockholder or his duly authorized attorney, and shall be
dated, but need not be sealed, witnessed or acknowledged. Proxies
shall be delivered to the Secretary of the Corporation before such
meeting.
2.8. At each meeting of the stockholders the polls shall be
opened and closed, the proxies and ballots shall be received and be
taken in charge, and all questions touching the qualification of
voters and the validity of proxies and the acceptance or rejection
of votes shall be decided by three inspectors, two of whom shall
have power to make a decision. Such inspectors shall be appointed
by the Board before the meeting, or in default thereof by the
presiding officer at the meeting, and shall be sworn to the
faithful performance of their duties. If any of the inspectors
previously appointed shall fail to attend or refuse or be unable to
serve, substitutes shall be appointed by the presiding officer.
ARTICLE III
BOARD OF DIRECTORS
3.1. The business and affairs of the Corporation shall be
managed by or under the direction of a Board of Directors
consisting of not less than six nor more than nine directors, the
exact number of directors to be determined from time to time by
resolution adopted by affirmative vote of a majority of the entire
Board of Directors. The directors shall be divided into three
classes, designated Class I, Class II and Class III. Each class
shall consist, as nearly as may be possible, of one-third of the
total number of directors constituting the Board of Directors. At
a special meeting of stockholders held August 27, 1986, Class I
directors were elected for a term ending at the 1987 Annual Meeting
of Stockholders, Class II directors were elected for a term ending
at the 1988 Annual Meeting of Stockholders, and Class III directors
were elected for a term ending at the 1989 Annual Meeting of
Stockholders, in each case effective as of the date of filing of
the Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware. At each Annual Meeting of
Stockholders beginning in 1987, successors to the class of
directors whose term expires at that Annual Meeting shall be
elected for a three-year term. If the number of directors is
changed, any increase or decrease shall be apportioned among the
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classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. A director
shall hold office until the Annual Meeting for the year in which
his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board
of Directors that results from an increase in the number of
directors may be filled by a majority of the Board of Directors
then in office, provided that a quorum is present, and any other
vacancy occurring in the Board of Directors may be filled by a
majority of the directors then in office, even if less than a
quorum, or by a sole remaining director. Any director elected to
fill a vacancy not resulting from an increase in the number of
directors shall have the same remaining term as that of his
predecessor.
Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board
of Directors, may be removed from office at any time, but only for
cause.
3.2. The Board of Directors may exercise all such powers of
the Corporation and do all such lawful acts and things as are not
by the laws of Delaware, by the Restated Certificate of
Incorporation or by these By-Laws directed or required to be
exercised or done by the stockholders.
ARTICLE IV
MEETINGS OF THE BOARD
4.1. The first meeting of the Board of Directors after the
Annual Meeting of Stockholders may be held without notice, either
immediately after said meeting of stockholders and at the place
where it was held, or at such other time and place, whether within
or without Delaware, as shall be fixed by the vote of the
stockholders at the Annual Meeting, or by the consent in writing of
all the directors.
4.2. Regular meetings of the Board may be held without notice
at such time and place, whether within or without Delaware, as
shall from time to time be determined by the Board.
4.3. Special meetings of the Board of Directors shall be
called by the Secretary at the request in writing of the Chief
Executive Officer or of any three directors. Such request shall
state the purpose or purposes of the proposed meeting. Such
meetings may be held at any place, whether within or without
Delaware. Notice of each such meeting shall be given by the
Secretary to each director at least three days before the meeting.
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Such notice shall set forth the time and place at which the meeting
is to be held and the purpose or purposes thereof. No such notice
of any given meeting need be given to any director who files a
written waiver of notice thereof with the Secretary, either before
or after the meeting.
4.4. A quorum for the transaction of business at meetings of
the Board of Directors shall consist of a majority of the directors
then in office, but in no event less than one-third of the whole
Board. In the absence of a quorum at any duly scheduled or duly
called meeting, a majority of the directors present may adjourn the
meeting from time to time, without notice other than announcement
at the meeting, until a quorum is present, at which time any
business may be transacted which might have been transacted at the
meeting as originally scheduled.
ARTICLE V
COMMITTEES OF THE BOARD
5.1. General.
(a) The Board of Directors may, by resolution passed by a
majority vote of the full membership of the Board, designate one or
more committees, each committee to consist of two or more
directors. The Board may designate one or more directors as
alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such
committee shall have and may exercise such powers as are designated
in the resolution of the Board or set forth in these By-Laws.
(b) Unless he resigns, dies or is removed prior thereto, each
member of a committee shall continue to hold office until the first
meeting of the Board following the first Annual Meeting of
Stockholders next following his designation, and until his
successor has been designated. Resignations of members of a
committee must be in writing and shall be effective upon the date
of receipt thereof by the Secretary or upon the effective date
specified therein, whichever date is later, unless acceptance is
made a condition of the resignation, in which event it shall be
effective upon acceptance by the Board. Any member of a committee
may be removed at any time, with or without cause, by a majority
vote of the full membership of the Board.
(c) Regular meetings of a committee may be held without
notice at such time and place as shall from time to time be
determined by the committee. Special meetings of a committee shall
be called by the Secretary at the request of the Chief Executive
Officer or of any two members of the committee. Notice of each
special meeting of a committee shall be given by the Secretary to
each member of the committee. No such notice of any meeting need
be given to any member of a committee who attends the meeting or
who files a written waiver of notice thereof with the Secretary,
either before or after the meeting.
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(d) Unless the Board of Directors otherwise provides, each
committee designated by the Board may adopt, amend and repeal rules
for the conduct of its business. In the absence of a provision by
the Board, a provision in the rules of such committee or a
provision in the By-Laws to the contrary, a majority of the entire
number of members of such committee shall constitute a quorum for
the transaction of business, and the vote of a majority of the
members present at a meeting at the time of such vote if a quorum
is then present shall be the act of such committee. If the Board
has not designated alternate members of a committee, or if all such
alternates are absent or disqualified from voting, the member or
members of the committee present at any meeting and not
disqualified from voting, whether or not he or they constitute a
quorum, may in the absence or disqualification of any member of the
committee unanimously appoint another member of the Board of
Directors to act at the meeting in the place of such absent or
disqualified member.
(e) Each committee may designate a chairman of such committee
by majority vote of the committee's full membership, unless
designation of a chairman is otherwise specified in these By-Laws
or provided by resolution of the Board of Directors.
5.2. Executive Committee.
(a) The Board of Directors may designate an Executive
Committee. During the intervals between meetings of the Board, the
Committee shall advise with and aid the officers of the Corporation
in all matters concerning its interests and the management of its
business, and generally perform such duties as may be directed by
the Board of Directors from time to time. 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 while the
Board is not in session, and may authorize the seal of the
Corporation to be affixed to all papers which may require it; but
the Committee shall not have power or authority in reference to
amending the Restated 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, amending the By-Laws, filling newly created
directorships and vacancies on the Board or the Committee, or
(unless expressly authorized by resolution of the Board) declaring
a dividend or authorizing the issuance of stock.
(b) A quorum for the transaction of business at meetings of
the Executive Committee shall consist of a majority of the members
of the Committee then in office.
(c) The Executive Committee shall keep regular minutes of
proceedings, copies of which shall be sent to each member of the
Board of Directors.
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ARTICLE VI
COMPENSATION OF DIRECTORS
6.1. Each director and each advisory director shall, in
consideration of his serving as a director or advisory director, be
paid by the Corporation such reasonable compensation as shall be
fixed from time to time by resolution of the Board of Directors,
together with traveling, food, lodging and other expenses incurred
in attending meetings of the Board; provided that no director or
advisory director who is also an employee of the Corporation shall
be entitled to receive any compensation for his services as a
director or advisory director.
6.2. Members of committees of the Board of Directors may
receive such reasonable compensation for their services as may be
fixed from time to time by resolution of the Board of Directors;
provided that nothing herein contained shall be construed to
preclude any member of any committee from serving the Corporation
in any other capacity and receiving compensation therefor.
ARTICLE VII
OFFICERS
7.1. General.
(a) The officers of the Corporation shall be chosen by the
Board of Directors. The principal officers shall be a Chairman of
the Board, a Vice Chairman of the Board (if chosen by the Board),
a President, one or more Vice Presidents (one or more of whom may
be designated Executive Vice President, one or more of whom may be
designated Group Vice President and one or more of whom may be
designated Senior Vice President), a Secretary, a Treasurer, a
Controller, and a General Counsel (if chosen by the Board). The
principal officers shall be elected each year at the first meeting
of the Board of Directors after the Annual Meeting of the
Stockholders of the Corporation. Two or more offices may be held
by the same person. The Chairman of the Board, the Vice Chairman
of the Board and the President shall be chosen by the directors
from their own number. The salaries of the principal officers of
the Corporation shall be fixed by the Board.
(b) The Board may appoint such other officers, assistant
officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall exercise such powers and
perform such duties as shall be determined by the Board. The
salaries of persons appointed under this section may be fixed by
the Chief Executive Officer, who shall report to the Board annually
thereon.
(c) Unless he resigns, dies or is removed prior thereto, each
officer of the Corporation shall hold office until his successor
has been chosen and has qualified. Any person elected or appointed
by the Board of Directors may be removed at any time, with or
without cause, and all vacancies (however arising) may be filled at
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any time, by the affirmative vote of a majority of the directors
then in office. Any other employee of the Corporation may be
removed at any time, with or without cause, by the Chief Executive
Officer or by any superior of such employee to whom the power of
removal has been delegated by the Chief Executive Officer.
7.2. Chief Executive Officer.
(a) The Board of Directors shall designate either the
Chairman of the Board or the President to be the Chief Executive
Officer of the Corporation.
(b) All other officers of the Corporation shall be
subordinate to the Chief Executive Officer and shall from time to
time report to him as he may direct. He shall have general
supervision and direction of the business of the Corporation and
shall see that all orders and resolutions of the Board are carried
into effect.
(c) He shall have all the general powers and duties usually
vested in the chief executive officer of a corporation, and in
addition shall have such other powers and perform such other duties
as may be prescribed from time to time by the Board of Directors.
7.3. Chairman of the Board.
(a) The Chairman of the Board shall preside at all meetings
of the stockholders and directors.
(b) He shall be a member and chairman of the Executive
Committee and he shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board of
Directors.
(c) He shall, if designated Chief Executive Officer, have all
the powers and duties granted and delegated to the Chief Executive
Officer by the By-Laws. If not designated Chief Executive Officer,
he shall be vested with all the powers and authorized to perform
all the duties of the Chief Executive Officer in his absence or
disability.
7.4. Vice Chairman of the Board.
(a) If the Board chooses a Vice Chairman of the Board, he
shall preside at meetings of the stockholders or directors in the
absence or disability of the Chairman of the Board.
(b) He shall have such other powers and perform such other
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
7.5. President.
(a) He shall be a member of the Executive Committee and he
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shall have such other powers and perform such other duties as may
be prescribed from time to time by the Board of Directors.
(b) He shall, if designated Chief Executive Officer, have all
the power and duties granted and delegated to the Chief Executive
Officer by these By-Laws. If not designated Chief Executive
Officer, he shall be vested with all the powers and authorized to
perform all the duties of the Chief Executive Officer in his
absence or disability.
7.6. Executive Vice President.
If the Board designates one or more Executive Vice Presidents,
such officer or officers shall have such powers and perform such
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer and shall be vested with
all the powers and authorized to perform all the duties of the
Chairman of the Board, the Vice Chairman of the Board and the
President in the absence or disability of all of said officers.
Each Executive Vice President shall have all the powers and duties
granted and delegated to each Group Vice President, Senior Vice
President and Vice President by these By-Laws.
7.7. Group Vice President.
If the Board designates one or more Group Vice Presidents,
such officer or officers shall have general direction of and
supervision over such operating offices of the Corporation or over
such departments of the Corporation and its subsidiaries as the
Board of Directors or the Chief Executive Officer may prescribe.
Each Group Vice President shall have all the powers and duties
granted and delegated to each Vice President (other than the
Executive Vice Presidents) by these By-Laws and shall have such
other powers and perform such other duties as may be prescribed
from time to time by the Board of Directors or the Chief Executive
Officer. In the absence or disability of the Chairman of the
Board, the Vice Chairman of the Board, the President and the
Executive Vice Presidents, each Group Vice President shall be
vested with all the powers and authorized to perform all the duties
of said officers.
7.8. General Counsel.
If the Board designates a General Counsel, the General Counsel
shall be the principal legal officer of the Corporation. He shall
have general direction of and supervision over the legal affairs of
the Corporation and shall advise the Board of Directors and
officers of the Corporation on all legal matters. He shall have
such other powers and perform such other duties as may be
prescribed from time to time by the Board of Directors or the Chief
Executive Officer.
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7.9. Senior Vice President.
If the Board designates one or more Senior Vice Presidents,
such officer or officers shall have such powers and perform such
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the
Board, the President, the Executive Vice Presidents and the Group
Vice Presidents, each Senior Vice President shall be vested with
all the powers and authorized to perform all the duties of said
officers.
7.10. Vice President.
Each Vice President shall have such powers and perform such
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer. In the absence or
disability of the Chairman of the Board, the Vice Chairman of the
Board, the President, the Executive Vice Presidents, the Group Vice
Presidents and the Senior Vice Presidents, each Vice President
shall be vested with all the powers and authorized to perform all
the duties of said officers.
7.11. Secretary.
The Secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes
of all proceedings in a book to be kept for that purpose. He shall
perform like duties for committees of the Board when required. He
shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, when notice is required
by these By-Laws. He shall have custody of the seal of the
Corporation, and, when authorized by the Board of Directors, or
when any instrument requiring the corporate seal to be affixed
shall first have been signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or any Vice President, shall
affix the seal to such instrument and shall attest the same by his
signature. He shall have such other powers and perform such other
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
7.12. Assistant Secretary.
If the Board appoints one or more Assistant Secretaries, each
Assistant Secretary shall be vested with all the powers and
authorized to perform all the duties of the Secretary in his
absence or disability. The performance of any act or the execution
of any instrument by an Assistant Secretary in any instance in
which such performance or execution would customarily have been
accomplished by the Secretary shall constitute conclusive evidence
of the absence or disability of the Secretary. Each Assistant
Secretary shall perform such other duties as may be prescribed from
time to time by the Board of Directors or the Chief Executive
Officer.
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7.13. Treasurer.
(a) The Treasurer shall have custody of the corporate funds
and securities, and he shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation
and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation, in such depositories as may
be designated by the Board of Directors.
(b) He shall disburse the funds of the Corporation as ordered
by the Board, taking proper vouchers for such disbursements, and
shall render to the Chief Executive Officer and the Board of
Directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and
of the financial condition of the Corporation.
(c) If required by the Board of Directors, he shall give the
Corporation a bond in a sum and with one or more sureties
satisfactory to the Board, for the faithful performance of the
duties of his office, and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to
the Corporation.
(d) He shall have such other powers and perform such other
duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
7.14. Assistant Treasurer.
If the Board appoints one or more Assistant Treasurers, each
Assistant Treasurer shall be vested with all the powers and
authorized to perform all the duties of the Treasurer in his
absence or disability. The performance of any act or the execution
of any instrument by an Assistant Treasurer in any instance in
which such performance or execution would customarily have been
accomplished by the Treasurer shall constitute conclusive evidence
of the absence or disability of the Treasurer. Each Assistant
Treasurer shall perform such other duties as may be prescribed from
time to time by the Board of Directors or the Chief Executive
Officer.
7.15. Controller.
The Controller shall be the principal accounting officer of
the Corporation. He shall maintain adequate records of all assets,
liabilities and transactions of the Corporation and shall be
responsible for the design, installation and maintenance of
accounting and cost systems and procedures throughout the
Corporation. He shall have such other powers and perform such
other duties as may be prescribed from time to time by the Board of
Directors or the Chief Executive Officer.
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7.16. Assistant Controller.
If the Board appoints one or more Assistant Controllers, each
Assistant Controller shall be vested with all the powers and
authorized to perform all duties of the Controller in his absence
or disability. The performance of any act or the execution of any
instrument by an Assistant Controller in any instance in which such
performance or execution would customarily have been accomplished
by the Controller shall constitute conclusive evidence of the
absence or disability of the Controller. Each Assistant Controller
shall perform such other duties as may be prescribed from time to
time by the Board of Directors or the Chief Executive Officer.
7.17. Duties of Officers May be Delegated.
In case of the absence of any officer of the Corporation, or
for any other reason that the Board may deem sufficient, the Board
may delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer, or to any director,
provided a majority of the directors then in office concur therein.
ARTICLE VIII
POWERS OF EXECUTION
8.1. All checks and other demands for money and notes and
other instruments for the payment of money shall be signed on
behalf of the Corporation by such officer or officers or by such
other person or persons as the Board of Directors may from time to
time designate. The signature of any such officer or other person
may be a facsimile if so authorized by the Board of Directors.
8.2. All contracts, deeds and other instruments to which the
seal of the Corporation is affixed shall be signed on behalf of the
Corporation by the Chairman of the Board, by the Vice Chairman of
the Board, by the President, by any Vice President, or by such
other person or persons as the Board of Directors may from time to
time designate, and shall be attested by the Secretary or an
Assistant Secretary.
8.3. All other contracts, deeds and instruments shall be
signed on behalf of the Corporation by the Chairman of the Board,
by the Vice Chairman of the Board, by the President, by any Vice
President, or by such other person or persons as the Board of
Directors or the Chief Executive Officer may from time to time
designate.
8.4. All shares of stock owned by the Corporation in other
corporations shall be voted on behalf of the Corporation by such
persons and in such manner as shall be prescribed by the Chief
Executive Officer.
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ARTICLE IX
INDEMNIFICATION
9.1 (a) The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether criminal, civil, administrative or investigative, including
actions, suits or proceedings by or in the right of the
Corporation, by reason of the fact that such person is or was a
director, advisory director, officer or employee of the
Corporation, or is or was serving at the request of the Corporation
as a director, advisory director, officer or employee of another
corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise, against judgements, fines (including
excise taxes assessed with respect to employee benefit plans),
amounts paid in settlement, reasonable expenses (including
attorneys' fees) and other liabilities arising in connection with
such action, suit or proceeding, and reasonable expenses (including
attorneys' fees) incurred in enforcing the rights provided by this
Section 9.1., to the fullest extent to which indemnity may lawfully
be provided pursuant to a by-law under applicable law. Expenses
incurred in defending a civil or criminal action, suit or
proceeding shall be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding, and interest on any
such expenses not paid by the Corporation when due shall be paid by
the Corporation at the rate announced from time to time by
Manufacturers Hanover Trust Company as its reference rate, to the
fullest extent to which advancement of such expenses and payment of
such interest may lawfully be provided pursuant to a by-law under
applicable law; provided, however, that, unless otherwise
authorized by the Board of Directors, no person shall be entitled
to such advance payment of expenses with respect to any action,
suit or proceeding not by or in the right of the Corporation,
unless such person shall have given the Corporation reasonable
notice of the institution of such action, suit or proceeding and
the opportunity to control the defense thereof (with counsel
reasonably satisfactory to such person).
(b) The rights provided by this Section 9.1 are for the
benefit of the persons referred to herein and their respective
heirs, executors and administrators and shall be legally
enforceable against the Corporation by such persons (who shall be
presumed to have relied on such rights in undertaking or continuing
any of the positions referred to herein) or by their respective
heirs, executors and administrators. No amendment to or
restatement of this Section 9.1., or merger or consolidation of the
Corporation, shall impair the rights of indemnification provided by
this Section 9.1 with respect to any action or failure to act, or
alleged action or failure to act, occurring or alleged to have
occurred prior to such amendment, restatement, merger or
consolidation.
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ARTICLE X
MISCELLANEOUS
10.1. Certificates of Stock.
The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and number of shares
and shall be signed by (i) the Chairman of the Board, or Vice
Chairman of the Board, or President or a Vice President and (ii)
the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary.
10.2. Transfers of Stock.
Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by his
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.
10.3. Date for Determining Stockholders of Record.
In order that the Corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or
entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other
lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten days
before the date of such meeting nor more than sixty days prior to
any other action.
10.4. Registered Stockholders.
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof, and accordingly shall not be bound to recognize any
equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Delaware.
10.5. Lost Certificates.
Any person claiming a certificate of stock to be lost, stolen
or destroyed shall make an affidavit or affirmation of that fact,
and shall if the Board of Directors so requires give the
Corporation a bond of indemnity, in form and amount and with one or
more sureties satisfactory to the Board, 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, stolen or destroyed. The
Board of Directors in its discretion may, as a prerequisite to the
issuance of a new certificate, impose such additional lawful
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requirements as its sees fit, including, but without limiting the
generality of the foregoing, the requirement that the alleged loss,
theft or destruction of the old certificate be advertised in one or
more newspapers published in an appropriate place or places; and
the Board of Directors may in its discretion refuse to issue a new
certificate except upon the order of a court having jurisdiction in
such matter.
10.6. Dividends.
(a) Dividends upon the capital stock of the Corporation may
be declared by the Board of Directors at any regular or special
meeting as provided by the laws of Delaware and the Restated
Certificate of Incorporation.
(b) Before payment of any dividend or making any distribution
of profits, there may be set aside out of the surplus or net
profits of the Corporation such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or
for such other purposes as the directors shall think conducive to
the interests of the Corporation.
10.7. Seal.
The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words,
"Corporate Seal, Delaware."
10.8. Notices.
Whenever, under the provisions of these By-Laws, notice is
required to be given to any director, officer or stockholder, it
shall be construed to mean personal notice, but such notice may be
given in writing, by mail, by depositing the same in the United
States mail in a postpaid sealed wrapper, addressed to such
director, officer or stockholder at such address as appears on the
records of the Corporation, or, in the default of other address, to
such director, officer or stockholder at the General Post Office in
any city in which the Corporation maintains an office, and such
notice shall be deemed to be given at the time when the same shall
be thus mailed.
10.9. Amendments.
Except as otherwise provided by law, these By-Laws or the
Restated Certificate of Incorporation, these By-Laws may be
altered, amended or repealed (i) at any regular or special meeting
of the stockholders by the affirmative vote of the holders of a
majority of the stock issued and outstanding and entitled to vote
thereat or (ii) at any regular or special meeting of the Board of
Directors by affirmative vote of a majority of the directors then
in office; provided, however, that notice of the proposed
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alteration or amendment shall have been contained in the notice of
the meeting.
10.10. Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
10.11. Safe Deposit Boxes.
The Corporation may rent such safe deposit boxes, and may
deposit therein such securities, documents and articles, as the
Board of Directors may designate from time to time. Access to such
safe deposit boxes shall be granted only (i) to any two of the
following officers of the corporation attending together: Chairman
of the Board, Vice Chairman of the Board, President, a Vice
President, Secretary, Treasurer and Controller, or (ii) to any one
of the foregoing officers and either an Assistant Secretary or an
Assistant Treasurer, attending together.
10.12. Custodian Accounts.
Any or all of the securities owned by this Corporation may be
deposited with such custodian or custodians as the Board of
Directors may designate from time to time. The custodian shall not
be authorized to negotiate such securities or to take any other
action with respect thereto except upon written directions signed
(i) by any two of the following officers of the Corporation:
Chairman of the Board, Vice Chairman of the Board, President, a
Vice President, Secretary, Treasurer and Controller, or (ii) by any
one of the foregoing officers and either an Assistant Secretary or
an Assistant Treasurer.
10.13. Construction of Words.
The use of the masculine gender in any provisions of these By-Laws shall
not be deemed to indicate any distinction based on sex, but shall be deemed
to include the feminine gender wherever it is found.
THE STATE OF TEXAS }
}
COUNTY OF HARRIS }
I, , Assistant Secretary of Anadarko
Petroleum Corporation, do hereby certify that the foregoing By-Laws
were adopted by the Board of Directors of Anadarko Petroleum
Corporation at a meeting of such Board held on the day of
, 1986, and that same do now constitute the By-Laws
of said Corporation.
______________________________
Assistant Secretary
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