Exhibit 3.2
BYLAWS
OF
DEVON ENERGY CORPORATION
Effective April 13, 1995
(As Amended on June 22, 1999)
Page
Article I - Stockholders' Meetings 1
Section 1 - Annual Meeting 1
Section 2 - Special Meeting 1
Section 3 - Notice of Meetings 1
Section 4 - Quorum 2
Section 5 - Voting 2
Section 6 - List of Stockholders 2
Section 7 - Order of Business 2
Section 8 - Nature of Business at Meetings of
Stockholders 2
Section 9 - Nomination of Directors 3
Article II - Directors 5
Section 1 - Powers 5
Section 2 - Number 5
Section 3 - Vacancies 5
Section 4 - Place of Meetings 5
Section 5 - Regular Meetings 5
Section 6 - Special Meetings 5
Section 7 - Quorum 6
Section 8 - Presence at Meeting 6
Section 9 - Action Without Meeting 6
Section 10 - Committees of the Board 6
Section 11 - Compensation 6
Section 12 - Advisory Directors 7
Article III - Officers and Employees 7
Section 1 - Election 7
Section 2 - Term, Removal and Vacancies 7
Section 3 - Chairman of the Board 7
Section 4 - Chief Executive Officer 7
Section 5 - President 8
Section 6 - Vice Presidents 8
Section 7 - Secretary 8
Section 8 - Treasurer 8
Section 9 - Divisional Officers 9
Article IV - Stock Certificates and Transfer Books 9
Section 1 - Certificates 9
Section 2 - Record Ownership 9
Section 3 - Transfer Agent and Registrar 10
Section 4 - Lost Certificates 10
Section 5 - Transfer of Stock 10
Section 6 - Fixing Date for Determination of
Shareholders of Record 10
Article V - General Provisions 10
Section 1 - Offices 10
Section 2 - Voting of Stock 10
Section 3 - Notices 11
Section 4 - Waiver of Notice 11
Article VI - Indemnification of Officers,
Directors, Employees and Agents 11
Article VII - Amendments 13
BYLAWS
OF
DEVON ENERGY CORPORATION
ARTICLE I
Stockholders' Meetings
Section 1. Annual Meeting. The annual meeting of stockholders
for the election of directors and the transaction of such other
business as may properly come before the meeting shall be held
within six months following the end of the fiscal year of the
corporation at such time, date and place as shall be determined
by the board of directors. The meeting shall be held at the
principal offices of the corporation or at such other place as
shall be determined by a majority of the directors.
Section 2. Special Meeting. Special meetings of stockholders
may be called by the board of directors, or by the president, and
shall be held at such places, within or without the State of
Oklahoma, as may be specified in the call of any meeting.
Section 3. Notice of Meetings. Unless otherwise provided in the
Oklahoma General Corporation Law, written notice of every meeting
of stockholders stating the place, date, hour and, in the case of
a special meeting, purposes thereof, shall, except when otherwise
required by law, be given not less than ten (10) nor more than
sixty (60) days before the date of the meeting to each
stockholder entitled to vote thereat; provided that such notice
may be waived in writing, signed by the person entitled to notice
either before or after the time stated therein. Neither the
business to be transacted at nor the purpose of any meeting need
be specified in such written waiver of notice.
At any meeting at which a quorum of stockholders is
present, in person or represented by proxy, the chairman of the
meeting or the holders of the majority of the shares of stock
present or represented by proxy may adjourn from time to time
until its business is completed. At the adjourned meeting, the
corporation may transact any business which might have been
transacted at the original meeting. 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 meeting. Otherwise, no notice need be
given.
If mailed, notice shall be deemed to be given when
deposited in the United States mail, addressed to the stockholder
at his address as it appears on the records of the corporation,
with postage thereon prepaid.
Section 4. Quorum. The holders of a majority of the shares of
stock entitled to vote, present in person or by proxy, shall,
except as otherwise provided by law, constitute a quorum for the
transaction of business at all meetings of the stockholders.
Section 5. Voting. Unless otherwise provided by the
corporation's certificate of incorporation and any amendments
thereto or certificates of designation, each stockholder shall at
every meeting of stockholders be entitled to one vote, in person
or by proxy, for each share of stock having voting power held by
such stockholder. Unless otherwise provided by law, no proxy
shall be voted on after three years from its date unless the
proxy provides for a longer period. No vote on any matter need
be by ballot unless demanded by the holders of at least ten
percent (10%) of the shares represented and entitled to vote at
the meeting. All elections and questions shall be decided by a
plurality of the votes cast, in person or by proxy, except as
otherwise required by the laws of Oklahoma or as set forth in the
certificate of incorporation or the terms of any series of
outstanding Preferred Stock.
Section 6. List of Stockholders. Unless otherwise provided in
the Oklahoma General Corporation Law, at least ten days before
every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each stockholder,
and the number of shares registered in the name of each
stockholder, shall be prepared by the officer in charge of the
stock ledger. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior
to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not specified, at the place where
the meeting is to be held. The list shall also be produced and
kept at the time and place of the meeting during the whole time
thereof and may be inspected by any stockholder who is present.
The stock ledger shall be the only evidence as to who are
stockholders entitled to examine the stock ledger, the list
required by this section or the books of the corporation, or to
vote in person or by proxy at any meeting of stockholders.
Section 7. Order of Business. The chairman of the meeting shall
determine the order of business and the procedure at the meeting,
including regulation of the manner of voting and the conduct of
discussion.
Section 8. Nature of Business at Meetings of Stockholders. No
business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction
of the Board of Directors (or any duly authorized committee
thereof), (b) otherwise properly brought before the annual
meeting by or at the direction of the Board of Directors (or any
duly authorized committee thereof) or (c) otherwise properly
brought before the annual meeting by any stockholder of the
Company (i) who is a stockholder of record on the date of the
giving of the notice provided for in this Section 8 and on the
record date for the determination of stockholders entitled to
vote at such annual meeting and (ii) who complies with the notice
procedures set forth in this Section 8.
In addition to any other applicable requirements, for
business to be properly brought before an annual meeting by a
stockholder, such stockholder must have given timely notice
thereof in proper written form to the Secretary of the Company.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Company not less than sixty (60) days nor more
than ninety (90) days prior to the anniversary date of the
immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely
must be so received not later than the close of business on the
tenth (10th) day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure
of the date of the annual meeting was made, whichever first
occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such 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 such
stockholder, (iii) the class or series and number of shares of
capital stock of the Company which are owned beneficially or of
record by such stockholder, (iv) a description of all
arrangements or understandings between such stockholder and any
other person or persons (including their names) in connection
with the proposal of such business by such stockholder and any
material interest of such stockholder in such business and (v) a
representation that such stockholder intends to appear in person
or by proxy at the annual meeting to bring such business before
the meeting.
No business shall be conducted at the annual meeting of
stockholders except business brought before the annual meeting in
accordance with the procedures set forth in this Section 8;
provided, however, that, once business has been properly brought
before the annual meeting in accordance with such procedures,
nothing in this Section 8 shall be deemed to preclude discussion
by any stockholder of any such business. If the Chairman of an
annual meeting determines that business was not properly brought
before the annual meeting in accordance with the foregoing
procedures, the Chairman shall declare to the meeting that the
business was not properly brought before the meeting and such
business shall not be transacted.
Section 9. Nomination of Directors. Only persons who are
nominated in accordance with the following procedures shall be
eligible for election as directors of the Company, except as may
be otherwise provided in the Certificate of Incorporation with
respect to the right of holders of preferred stock of the
Corporation to nominate and elect a specified number of directors
in certain circumstances. Nominations of persons for election to
the Board of Directors may be made at any annual meeting of
stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction
of the Board of Directors (or any duly authorized committee
thereof) or (b) by any stockholder of the Company (i) who is a
stockholder of record on the date of the giving of the notice
provided for in this Section 9 and on the record date for the
determination of stockholders entitled to vote at such meeting
and (ii) who complies with the notice procedures set forth in
this Section 9.
In addition to any other applicable requirements, for a
nomination to be made by a stockholder, such stockholder must
have given timely notice thereof in proper written form to the
Secretary of the Company.
To be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive
offices of the Company (a) in the case of an annual meeting, not
less than sixty (60) days nor more than ninety (90) days prior to
the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following the
day on which such notice of the date of the annual meeting was
mailed or such public disclosure of the date of the annual
meeting was made, whichever first occurs; and (b) in the case of
a special meeting of stockholders called for the purpose of
electing directors, not later than the close of business on the
tenth (10th) day following the day on which notice of the date of
the special meeting was mailed or public disclosure of the date
of the special meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the
stockholder proposes to nominate for election as a director (i)
the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the
person, (iii) the class or series and number of shares of capital
stock of the Company which are owned beneficially or of record by
the person and (iv) any other information relating to the person
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and the rules and regulations promulgated
thereunder; and (b) as to the stockholder giving the notice (i)
the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the Company
which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between
such stockholder and each proposed nominee and any other person
or persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person
or by proxy at the meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement or
other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a
written consent of each proposed nominee to being named as a
nominee and to serve as a director if elected.
No person shall be eligible for election as a director of
the Company unless nominated in accordance with the procedures
set forth in this Section 9. If the Chairman of the meeting
determines that a nomination was not made in accordance with the
foregoing procedures, the Chairman shall declare to the meeting
that the nomination was defective and such defective nomination
shall be disregarded.
ARTICLE II
Directors
Section 1. Powers. The business and affairs of the corporation
shall be managed by or under the direction of its board of
directors.
Section 2. Number. The number of directors which shall
constitute the whole board shall not be less than three nor more
than fifteen, and shall consist of three directors, until within
the limits above specified, a different number of directors,
which shall constitute the whole board, shall be determined by
resolution adopted by a vote of two-thirds of the entire board,
or at an annual meeting of stockholders by the affirmative vote
of sixty-six and two-thirds percent (66 2/3%) of the outstanding
stock entitled to vote. No reduction in number shall have the
effect of removing any director prior to the expiration of his
term. The board of directors shall be divided into three classes
as nearly equal in number as possible with the term of office of
one class expiring each year. Of the directors chosen initially,
the term of office of those of the first class shall expire at
the first annual meeting after their election; the term of office
of those of the second class shall expire at the second annual
meeting after their election; and the term of office of those of
the third class shall expire at the third annual meeting after
their election. At each annual meeting held after such
classification and election, directors shall be chosen for a full
term of three years to succeed those whose terms expire. The
provisions of this section shall not be altered, amended or
repealed except by the affirmative vote of the holders of at
least eighty percent (80%) of the outstanding stock entitled to
vote thereon.
Section 3. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of director
may be filled by a majority of the directors then in office,
though less than a quorum, and the directors so chosen shall hold
office until the next annual election of the class for which each
such director has been chosen and until his successor is duly
elected and qualified, or until his earlier resignation or
removal.
Section 4. Place of Meetings. Board meetings may be held at
such places, within or without the State of Oklahoma, as stated
in these bylaws or as the board may from time to time determine
or as may be specified in the call of any meetings.
Section 5. Regular Meetings. The annual meeting of the board
shall be held without call or notice immediately after and at the
same general place as the annual meeting of the stockholders, for
the purpose of electing officers and transacting any other
business that may properly come before the meeting. Additional
regular meetings of the board may be held without call or notice
at such place and at such time as shall be fixed by resolution of
the board but in the absence of such resolution shall be held
upon call by the president or a majority of directors.
Section 6. Special Meetings. Special meetings of the board may
be called by the chairman of the board or the president or by a
majority of the directors then in office. Notice of special
meetings shall be given to each director at least three days
before the meeting. Such notice shall set forth the time and
place of such meeting, but need not, unless otherwise required by
law, state the purposes of the meeting. A majority of the
directors present at any meeting may adjourn the meeting from
time to time without notice other than announcement at the
meeting.
Section 7. Quorum. A majority of the total number of directors,
excluding any vacancies, shall constitute a quorum for the
transaction of business at any meeting of the board; provided,
however, that in no event shall a number which is less than
one-third (1/3) of the total number of directors constitute a
quorum. If at any meeting a quorum is not present, 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. The act of a majority of directors present in
person at a meeting at which a quorum is present shall be the act
of the board of directors.
Section 8. Presence at Meeting. Members of the board of
directors, or of any committee thereof, may participate in a
meeting of such board or committee 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 shall be deemed presence in person at such
meeting.
Section 9. Action Without 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 such committee, as the case may be,
consent thereto in writing, and such written consent is filed
with the minutes of the proceedings of the board or such
committee.
Section 10. Committees of the Board. The board of directors
may, by resolution passed by a majority of the whole board,
designate one or more committees, each such committee to consist
of one or more of the directors of the corporation and shall have
such name or names as may be determined from time to time by
resolution adopted by the board. 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, to the extent provided in the
resolution, shall have and may exercise the powers of the board
of directors in the management of the business and affairs of the
corporation, and generally perform such duties and exercise such
powers as may be directed or delegated by the board of directors
from time to time, and, furthermore, may authorize the seal of
the corporation to be affixed to all papers which may require it.
In the absence or disqualification of any member of such
committee or committees, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint another
member of the board to act at the meeting in the place of such
absent or disqualified member. Each such committee shall keep
regular minutes of its proceedings and report the same to the
board of directors as and when required.
Section 11. Compensation. Each director shall be reimbursed for
reasonable expenses incurred in attending any meeting of the
board or of any committee of which such director shall be a
member. The board may by resolution allow reasonable fees to
some or all of the directors for attendance at any board or
committee meeting. No such payment shall preclude any directors
from serving the corporation in any other capacity and receiving
compensation therefor.
Section 12. Advisory Directors. The board of directors may
appoint individuals who may but need not be directors, officers,
or employees of the corporation to serve as members of an
advisory board of directors of the corporation and may fix fees
or compensation for attendance at meetings of any such advisory
boards. The members of any such advisory board may adopt and
from time to time may amend rules and regulations for the conduct
of their meetings and shall keep minutes which shall be submitted
to the board of directors of the corporation. The term of office
of any member of the advisory board of directors shall be at the
pleasure of the board of directors and shall expire the day of
the annual meeting of the stockholders of the corporation. The
function of any such advisory board of directors shall be to
advise with respect to the affairs of the corporation.
ARTICLE III
Officers and Employees
Section 1. Election. At the annual meeting of the board,
there shall be elected such officers as may be necessary to
enable the corporation to sign instruments and stock
certificates which comply with the Oklahoma General Corporation
Law. Such officers may include a chairman of the board, chief
executive officer, a president, one or more vice presidents (who
may be designated by different classes), a secretary, a treasurer
and other officers. No officer need be a director. Two or more
offices may be held by the same person.
Section 2. Term. Removal and Vacancies. All officers shall
serve at the pleasure of the board. Any officer elected or
appointed by the board may be removed at any time by the board
whenever in its judgment the best interests of the corporation
would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so
removed. A vacancy in any office shall be filled by the board of
directors.
Section 3. Chairman of the Board. The chairman of the board, if
one has been elected, shall preside at all meetings of the board,
stockholders and committees of which he is a member. He shall
have such powers and perform such duties as may be authorized by
the board of directors.
Section 4. Chief Executive Officer. If the board of directors
has elected a chairman of the board, it may designate the
chairman of the board as the chief executive officer of the
corporation. If no chairman of the board has been elected, or in
his absence or inability to act, or if no such designation has
been made by the board of directors, the president shall be the
chief executive officer of the corporation. The chief executive
officer shall (i) have the overall supervision of the business of
the corporation and shall direct the affairs and policies of the
corporation, subject to any directions which may be given by the
board of directors, (ii) shall have authority to designate the
duties and powers of officers and delegate special powers and
duties to specified officers, so long as such designations shall
not be inconsistent with the laws of the State of Oklahoma, these
bylaws or action of the board of directors, and shall in general
have all other powers and shall perform all other duties incident
to the chief executive officer of a corporation and such other
powers and duties as may be prescribed by the board of directors
from time to time.
Section 5. President. If the board of directors has elected a
chairman of the board and designated such officer as the chief
executive officer of the corporation, the president shall serve
as chief operating officer and be subject to the control of the
board of directors and the chairman of the board. He shall have
such powers and perform such duties as from time to time may be
assigned to him by the board of directors or the chairman of the
board. If the board of directors has not elected a chairman of
the board, or if one has been elected and has not been designated
the chief executive officer of the corporation, then the
president shall be the chief executive officer of the corporation
with the powers and duties provided in Article III, Section 4, of
these bylaws. In any event, the president shall have the power
to execute, and shall execute, bonds, deeds, mortgages,
extensions, agreements, modification of mortgage agreements,
leases and contracts or other instruments of the corporation
except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof
shall be expressly delegated by the board of directors or by the
president to some other officer or agent of the corporation. The
president may sign with the secretary or an assistant secretary,
certificates for shares of stock of the corporation, the issuance
of which shall have been duly authorized by the board of
directors, and shall vote, or give a proxy to any other person to
vote, all shares of the stock of any other corporation standing
in the name of the corporation. The president, in general, shall
have all other powers and shall perform all other duties as may
be prescribed by the board of directors from time to time.
Section 6. Vice Presidents. A vice president shall perform such
duties as may from time to time be assigned to him by the board
or by the chairman or the president. In the absence or inability
to act of the president, the vice president (or if there is more
than one vice president, in the order designated by the board
and, absent such designation, in the order of their first
election to that office) shall perform the duties and discharge
the responsibilities of the president.
Section 7. Secretary. The secretary shall be the keeper of the
corporate seal and corporate records, and shall give notice of,
attend, and record minutes of meetings of stockholders and
directors. He shall see that the seal is affixed to all
documents on which the seal is required by law to be affixed, the
execution of which on behalf of the corporation under its seal is
duly authorized in accordance with the provisions of these
bylaws. He shall, in general, perform all duties incident to the
office of secretary and such other duties as may be assigned to
him by the board or by the president. The assistant secretaries,
if any, shall have such duties as shall be delegated to them by
the secretary and, in the absence of the secretary, the senior of
them present shall discharge the duties of the secretary.
Section 8. Treasurer. The treasurer shall be responsible for
(i) the custody and safekeeping of all of the funds and
securities of the corporation, (ii) the receipt and deposit of
all moneys paid to the corporation, (iii) where necessary or
appropriate, the endorsement for collection on behalf of the
corporation of all checks, drafts, notes and other obligations
payable to the corporation, (iv) the disbursement of funds of the
corporation under such rules as the board may from time to time
adopt, (v) maintaining the general books of account of the
corporation, and (vi) the performance of such further duties as
are incident to the office of treasurer or as may be assigned to
him by the board or by the president. The assistant treasurers,
if any, shall have such duties as shall be delegated to them by
the treasurer, and in the absence of the treasurer, the senior
one of them present shall discharge the duties of the treasurer.
Section 9. Divisional Officers. The board may from time to time
appoint officers of various divisions of the corporation.
Divisional officers shall not by virtue of such appointment
become officers of the corporation. Subject to the direction of
the president of the corporation, the president of a division
shall have general charge, control and supervision of all the
business operations of his division, and the other divisional
officers shall have such duties and authority as may be
prescribed by the president of the division.
ARTICLE IV
Stock Certificates and Transfer Books
Section 1. Certificates. Every stockholder shall be entitled to
have a certificate in such form as the board shall from time to
time approve, signed by, or in the name of the corporation by (i)
the chairman of the board, if any, the president or any vice
president and (ii) the treasurer, or assistant treasurer, or the
secretary or an assistant secretary, certifying the number of
shares owned by him in the corporation. During the time in which
the corporation is authorized to issue more than one class of
stock or more than one series of any class, there shall be set
forth on the face or back of each certificate issued a statement
that the corporation will furnish without charge to each
stockholder who so requests, the designations, preferences and
relative, participating, option or other special rights of each
class of stock or series thereof of the corporation and the
qualifications, limitations or restrictions of such preferences
and/or rights.
The signatures of any of the officers on a certificate may
be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have
ceased to be such officer before such certificate is issued, it
may be issued by the corporation with the same effect as if he
were such officer at the date of issue.
Section 2. Record Ownership. A record of the name and address
of the holder of each certificate, the number of shares
represented thereby, and the date of issue thereof shall be made
on the corporation's books. 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 any
share on the part of any other person, whether or not it shall
have express or other notice thereof, except as required by the
laws of Oklahoma.
Section 3. Transfer Agent and Registrar. The corporation may
maintain one or more transfer offices or agencies, each in charge
of a transfer agent designated by the board, where the shares of
stock of the corporation shall be transferable. The corporation
may also maintain one or more registry offices, each in charge of
a registrar designated by the board, wherein such shares of stock
shall be registered. To the extent authorized by the board, the
same entity may serve both as a transfer agent and registrar.
Section 4. Lost Certificates. Any person claiming a stock
certificate in lieu of one lost, stolen, mutilated or destroyed
shall give the corporation an affidavit as to his ownership of
the certificate and of the facts which go to prove its loss,
theft, mutilation or destruction. He shall also, if required by
the board, give the corporation a bond, in such form as may be
approved by the board, sufficient to indemnify the corporation
against any claim that may be made against it on account of the
alleged loss or theft of the certificate or the issuance of a new
certificate.
Section 5. Transfer of Stock. Transfer of shares shall, except
as provided in Section 4 of this Article IV, be made on the books
of the corporation only by direction of the person named in the
certificate or his attorney, lawfully constituted in writing, and
only upon surrender for cancellation of the certificate therefor,
duly endorsed or accompanied by a written assignment of the
shares evidenced thereby.
Section 6. Fixing Date for Determination of Stockholders of
Record.
(a) 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 may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten
(10) days before the date of such meetings, nor more than sixty
(60) prior to any other action.
(b) A determination of stockholders of record entitled to
notice of and to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the
board may fix a new record date for the adjourned meeting.
ARTICLE V
General Provisions
Section 1. Offices. The principal office of the corporation
shall be maintained in Oklahoma City, Oklahoma, or at such other
place as the board may determine. The corporation may have such
other offices as the board may from time to time determine.
Section 2. Voting of Stock. Unless otherwise ordered by the
board, the chairman of the board, if any, the president or any
vice president shall have full power and authority, in the name
and on behalf of the corporation, to attend, act and vote at any
meeting of stockholders of any company in which the corporation
may hold shares of stock, and at any such meeting shall possess
and may exercise any and all rights and powers incident to the
ownership of such shares and which, as the holder thereof, the
corporation might possess and exercise if personally present, and
may exercise such power and authority through the execution of
proxies or may delegate such power and authority to any other
officer, agent or employee of the corporation.
Section 3. Notices. Unless otherwise provided herein, whenever
notice is required to be given, it shall not be construed to
require personal notice, but such notice may be given in writing
by depositing the same in the United States mail, addressed to
the individual to whom notice is being given at such address as
appears on the records of the corporation, with postage there on
prepaid. Such notice shall be deemed to be given at the time
when the same shall be thus deposited.
Section 4. Waiver of Notice. Whenever any notice is required to
be given, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE VI
Indemnification of Officers, Directors,
Employees and Agents
(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 civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason
of the fact that he 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 or agent of
another corporation, partnership, joint venture or other
enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit
or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest
of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct
was unlawful. The termination of any action, suit or proceeding
by judgment, 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 he reasonably believed to be in or not opposed to
the best interest of the corporation and with respect to any
criminal action or proceeding had reasonable cause to believe
that his conduct was unlawful.
(b) 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 or suit by or in the
right of the corporation to procure a judgment in its favor by
reason of the fact that he 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 or
agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorney's fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit, if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation; except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
court in which such action or suit was brought shall determine,
upon application, that despite the adjudication of liability, but
in the view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses
which the court shall deem proper.
(c) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it
shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized herein.
(d) The corporation may purchase (upon resolution duly
adopted by the board of directors) and maintain insurance on
behalf of any person who 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 or agent of
another corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the
power to indemnify him against such liability.
(e) To the extent that a director, officer, employee or
agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred
to herein or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.
(f) Every such person shall be entitled, without demand by
him upon the corporation or any action by the corporation, to
enforce his right to such indemnity in an action at law against
the corporation. The right of indemnification and advancement of
expenses hereinabove provided shall not be deemed exclusive of
any rights to which any such person may now or hereafter be
otherwise entitled and specifically, without limiting the
generality of the foregoing, shall not be deemed exclusive of any
rights pursuant to statute or otherwise, of any such person in
any such action, suit or proceeding to have assessed or allowed
in his favor against the corporation or otherwise, his costs and
expenses incurred therein or in connection therewith or any part
thereof.
ARTICLE VII
Amendments
These bylaws may be altered, amended or repealed or new
bylaws may be adopted in accordance with the corporation's
Certificate of Incorporation, the Oklahoma General Corporation
Law and these bylaws.