EXHIBIT 3.2
AMENDED BYLAWS
OF
SUNBELT EXPLORATION, INC.
(FORMERLY SOUTHWEST ENERGY CORPORATION)
ARTICLE I
PRINCIPAL OFFICE AND CORPORATE SEAL
SECTION 1. The principal office and place of business of the Corporation
in the State of Texas shall be at 601 Fort Worth Club Building, Fort Worth,
Texas 76102. Other offices and places of business may be established from time
to time by resolution of the board of directors or as the business of the
Corporation may require.
SECTION 2. The seal of the Corporation shall have inscribed thereon the
name of the Corporation and shall be in such form as may be approved by the
board of directors, which shall have power to alter the same at pleasure. The
Corporation may use the seal by causing it, or a facsimile thereof, to be
impressed or affixed or in any other manner reproduced.
ARTICLE II
SHARES AND TRANSFER THEREOF
SECTION 1. The shares of this Corporation shall be represented by
certificates signed by the president or a vice president and the secretary or an
assistant secretary of the Corporation, and may be sealed with the seal of the
Corporation or a facsimile thereof. The signatures of the president or vice
president and the secretary or an assistant secretary upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the Corporation itself or an employee of
the Corporation. In case any officer who has signed a
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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 its issue.
SECTION 2. No new certificates evidencing shares shall be issued unless
and until the old certificate or certificates, in lieu of which the new
certificate is issued, shall be surrendered for cancellation, except as provided
in SECTION 3 of this Article II.
SECTION 3. In case of loss or destruction of any certificate of shares,
another certificate may be issued in its place upon satisfactory proof of such
loss or destruction and, at the discretion of the Corporation, upon giving to
the Corporation a satisfactory bond of indemnity issued by a corporate surety in
an amount and for a period satisfactory to the board of directors.
SECTION 4. For the purpose of determining shareholders entitled to notice
of or to vote at any meeting of shareholders, or any adjournment thereof, or
entitled to receive payment of any dividend, or in order to make a determination
of shareholders for any other proper purpose, the board of directors may provide
that the stock transfer books shall be closed for a stated period, but not to
exceed in any case fifty days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of, or to vote at
meeting of shareholders, such books shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the board of directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than fifty
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken. If the board of directors does not order the stock
transfer books closed, or fix in advance a record date, as above provided, then
the record date for the determination of shareholders entitled to notice of, or
to vote at any meeting of shareholders, or any adjournment thereof, or entitled
to receive payment of any dividend, or for the determination of shareholders for
any proper purpose shall be thirty days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
ARTICLE III
SHAREHOLDERS AND MEETINGS THEREOF
SECTION 1. Only shareholders of record on the books of the Corporation
shall be entitled to be treated by the Corporation as holders in fact of the
shares standing in their respective names, and the Corporation shall not be
bound to recognize any equitable or other claim to, or interest in, any shares
on the part of any other person, firm or corporation, whether or not it shall
have express or other notice thereof, except as expressly provided by the laws
of Nevada.
SECTION 2. Meetings of shareholders shall be held at the principal office
of the Corporation in Colorado.
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SECTION 3. In the absence of a resolution of the board of directors
providing otherwise, the annual meeting of the shareholders of the Corporation
for the election of directors, and for the transaction of such other business as
may properly come before the meeting, shall be held on the second Tuesday of
June in each year, if the same be not a legal holiday, and if a legal holiday,
then on the next succeeding business day, at 9:00 o'clock a.m.
SECTION 4. Special meetings of shareholders may be called by the president
(or in his absence by a vice president).
SECTION 5. Written or printed notice stating the place, day and hour of
the shareholders meeting, and in case of a special meeting of shareholders, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten days nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
the board of directors, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting, except that if the
authorized shares are to be increased, at least thirty days notice shall be
given. If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.
Failure to deliver such notice or obtain a waiver thereof shall not cause the
meeting to be lost, but it shall be adjourned by the shareholders present for a
period not to exceed sixty days until any deficiency in notice or waiver shall
be supplied.
SECTION 6. The officer or agent having charge of the stock transfer books
for shares of this Corporation shall make, at least ten days before each meeting
of the shareholders, a complete list of the shareholders entitled to vote at
such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each, which list, for a period
of ten days prior to such meeting, shall be kept on file at the principal office
of the Corporation, whether within or outside of Nevada, and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original stock transfer books shall be prima facie evidence as
to who are the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
SECTION 7. A quorum at any meeting of shareholders shall consist of a
majority of the shares of the Corporation entitled to vote thereat, represented
in person or by proxy. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by law, the articles of
incorporation or these bylaws.
SECTION 8. A shareholder may vote either in person or by proxy executed in
writing by the shareholder or by his duly authorized attorney in fact. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.
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ARTICLE IV
DIRECTORS, POWERS AND MEETINGS
SECTION 1. The business and affairs of the Corporation shall be managed by
a board of not less than three nor more than nine directors who need not be
shareholders of the Corporation or residents of the State of Nevada and who
shall be elected at the annual meeting of shareholders or some adjournment
thereof. Directors shall hold office until the next succeeding annual meeting of
shareholders or until their successors shall have been elected and shall
qualify.
SECTION 2. The annual meeting of the board of directors shall be held at
the same place as, and immediately after, the annual meeting of shareholders,
and no notice shall be required in connection therewith. The annual meeting of
the board of directors shall be for the purpose of electing officers and the
transaction of such other business as may come before the meeting.
SECTION 3. Special meetings of the board of directors may be called at any
time by the president (or in his absence by a vice president), or by any
director, and may be held within or outside the State of Nevada at such time and
place as the notice or waiver thereof may specify. Notice of such meetings shall
be mailed or telegraphed to the last known address of each director at least
five days, or shall be given to a director in person or by telephone at least
forty-eight hours, prior to the date or time fixed for the meeting. Special
meetings of the board of directors may be held at any time that all directors
are present in person, and presence of any director at a meeting shall
constitute a waiver of notice of such meeting except as otherwise provided by
law. Unless specifically required by law, the articles of incorporation or these
bylaws, neither the business to be transacted at, nor the purpose of, any
meeting of the board of directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 4. A quorum at all meetings of the board of directors shall
consist of a majority of the number of directors then holding office, but a
smaller number may adjourn from time to time without further notice, until a
quorum be secured. The act of the majority of the directors present at a meeting
at which a quorum is present shall be the act of the board of directors, unless
the act of a greater number is required by the articles of incorporation or
these bylaws.
SECTION 5. Any vacancy occurring in the board of directors may be filled
by the affirmative vote of a majority of the remaining directors though less
than a quorum of the board of directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office, and shall
hold such office until his successor is duly elected and shall qualify. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by the affirmative vote of a majority of the directors then in
office or by an election at an annual meeting, or at a special meeting of
shareholders called for that purpose. A director chosen to fill a position
resulting
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from an increase in the number of directors shall hold office until the next
annual meeting of shareholders and until his successor shall have been elected
and shall qualify.
SECTION 6. Directors may receive such fees as may be established by
appropriate resolution of the board of directors for attendance at meetings of
the board, and in addition thereto, shall receive reasonable traveling expense,
if any is required, for attendance at such meetings.
SECTION 7. The board of directors may by resolution designate two or more
directors to constitute an executive committee which shall have and may exercise
such authority in the management of the corporation as shall be provided in such
resolution.
SECTION 8. The shareholders may, at a meeting called for the express
purpose of removing directors, by a majority vote of the shares entitled to vote
in an election of directors, remove the entire board of directors or any lesser
number, with or without cause.
ARTICLE V
OFFICERS
SECTION 1. The elective officers of the Corporation shall consist of at
least a president, a secretary and a treasurer each of whom shall be at least
eighteen years or older and whom shall be elected by the board of directors at
its first meeting after the annual meeting of shareholders. Unless removed in
accordance with the procedures established by law and these bylaws, the said
officers shall serve until the next succeeding annual meeting of the board of
directors and until their respective successors are elected and shall qualify.
Any two offices, but not more than two, may be held by the same person at the
same time, except that one person may not simultaneously hold the offices of
president and secretary.
SECTION 2. The board may elect or appoint such other officers and agents
as it may deem advisable, who shall hold office during the pleasure of the
board, and shall be paid such compensation as may be directed by the board.
SECTION 3. The officers of the Corporation shall exercise and perform the
respective powers, duties and functions as are stated below, and as may be
assigned to them by the board of directors.
(a) The president shall be the chief executive officer of the
Corporation and shall, subject to the control of the board of
directors, have general supervision, direction and control of
the business and officers of the Corporation. He shall preside
at all meetings of the shareholders and of the board of
directors. The president or a vice president, unless some other
person is specifically authorized by the board of directors,
shall sign all stock certificates, bonds, deeds, mortgages,
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leases and contracts of the Corporation. The president shall
perform all the duties commonly incident to his office and such
other duties as the board of directors shall designate.
(b) In the absence or disability of the president, the vice
president or vice presidents, if any, in order of their rank as
fixed by the board of directors, and if not ranked, the vice
presidents in the order designated by the board of directors,
shall perform all the duties of the president, and when so
acting shall have all the powers of, and be subject to all the
restrictions on the president. Each vice president shall have
such other powers and perform such other duties as may from
time to time be assigned to him by the president.
(c) The secretary shall keep accurate minutes of all meetings of
the shareholders and the board of directors. He shall keep, or
cause to be kept a record of the shareholders of the
Corporation and shall be responsible for the giving of notice
of meetings of the shareholder of the board of directors. The
secretary shall be custodian of the records and of the seal of
the Corporation and shall attest the affixing of the seal of
the Corporation when so authorized. The secretary shall perform
all duties commonly incident to his office and such other
duties as may from time to time be assigned to him by the
president.
(d) An assistant secretary may, at the request of the secretary, or
in the absence or disability of the secretary, perform all the
duties of the secretary. He shall perform such other duties as
may from time to time be assigned to him by the president or by
the secretary.
(e) The treasurer, subject to the order of the board of directors,
shall have the care and custody of the money, funds, valuable
papers and documents of the Corporation. He shall keep accurate
books of accounts of the Corporation's transactions, which
shall be the property of the Corporation, and shall render
financial reports and statements of condition of the
Corporation when so requested by the board of directors or
president. The treasurer shall perform all duties commonly
incident to his office and such other duties as may from time
to time be assigned to him by the president. In the absence or
disability of the president and vice president or vice
presidents, the treasurer shall perform the duties of the
president.
(f) An assistant treasurer may, at the request of the treasurer, or
in the absence or disability of the treasurer, perform all the
duties of the treasurer. He shall perform such other duties as
may from time to time be assigned to him by the president or by
the treasurer.
SECTION 4. All officers of the Corporation may receive salaries or
other compensation if so ordered and fixed by the board of directors. The
board shall have authority to fix salaries in advance for stated periods
or render the same retroactive as the board may deem advisable.
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SECTION 5. In the event of absence or inability of any officer to
act, the board of directors may delegate the powers or duties of such
officer to any other officer, director or person whom it may select.
SECTION 6. Any officer or agent may be removed by the board of
directors or by the executive committee, if any, whenever in its judgment
the best interest of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall
not, of itself, create contract rights.
ARTICLE VI
FINANCE
SECTION 1. The board of directors, in its uncontrolled discretion,
may set aside from time to time, out of the net profits or earned surplus
of the Corporation, such sum or sums as it deems expedient as a reserve
fund to meet contingencies, for equalizing dividends, for maintaining any
property of the Corporation, and for any other purpose.
SECTION 2. The moneys of the Corporation shall be deposited in the
name of the Corporation in such bank or banks or trust company or trust
companies, as the board of directors shall designate, and may be drawn out
only on checks signed in the name of the Corporation by such person or
persons as the board of directors by appropriate resolution may direct.
Notes and commercial paper, when authorized by the board, shall be signed
in the name of the Corporation by such officer or officers or agent or
agents as shall thereunto be authorized from time to time.
SECTION 3. The fiscal year of the Corporation shall be determined by
resolution of the board of directors.
ARTICLE VII
WAIVER OF NOTICE
With any notices required by law or under these bylaws to be given
to any shareholder or director of the Corporation, a waiver thereof in
writing signed by the person entitled to such notice, whether before, at,
or after the time stated therein shall be the equivalent to the giving of
such notice.
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ARTICLE VIII
ACTION WITHOUT A MEETING
Any action required to be taken at a meeting of the directors,
executive committee members or shareholders of this Corporation, or any
action which may be taken at a meeting of directors, executive committee
members, or shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken is signed by all directors or
executive committee members, or the minimum number of shareholders as is
required by the laws of the State of Nevada, depending on the subject
matter thereof. Notice of such action shall be provided according to
statute.
ARTICLE IX
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
SECTION 1. 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, trust 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 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.
SECTION 2. 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
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of the corporation, or is or was serving at the request of the Corporation
as 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 which 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 for negligence
or misconduct in the performance of his duty 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 view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper.
SECTION 3. 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 in SECTIONs 1 and 2
of this Article IX, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorney's fees)
actually and reasonably incurred by him therewith.
SECTION 4. Any indemnification under SECTIONs 1 and 2 of this
Article IX (unless ordered by a court) shall be made by the Corporation
only as authorized in the specific case upon a determination that
indemnification of the officer, director and employee or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in SECTION 1 and 2 of this Article IX. Such determination shall
be made (a) 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 (b) 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 (c) by the affirmative
vote of the holders of the majority of the shares of stock entitled to
vote and represented at a meeting called for such purpose.
SECTION 5. 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 proceedings authorized by
the board of directors as provided in SECTION 4 in this Article IX upon
receipt of an undertaking by or on behalf of the director, officer,
employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation as
authorized in this Article IX.
SECTION 6. The board of directors may exercise the Corporation's
power to purchase 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 hereunder or otherwise.
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SECTION 7. The indemnification provided by this Article IX shall not
be deemed exclusive of any other rights or limitations to which those
seeking indemnification may be entitled or limited under the Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or
disinterested directors, the Nevada Corporation Code, or otherwise, both
as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs and personal representatives of such a person.
ARTICLE X
AMENDMENTS
These bylaws may be altered, amended or repealed at the annual
meeting of the board of directors or at any special meeting of the board
called for that purpose.
ARTICLE XI
GENDER
Whenever in these Bylaws the masculine gender is used, it shall be
deemed to include the female gender.
The above bylaws approved and adopted by the Board of Directors on
April 24, 1979.
__________//s//___________
As secretary of Sunbelt Exploration, Inc. (the "Company"), I do hereby
certify that the document attached hereto is a true and complete copy of
the Company's Bylaws as amended on April 24, 1979.
By: //s// H Grady Payne, III
H. Grady Payne III
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