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EXHIBIT (3)(ii)
WILSHIRE OIL COMPANY OF TEXAS
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BY-LAWS
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ARTICLE I.
Stockholders.
Section 1. The Annual Meeting of the Stockholders of the Corporation
shall be held each year, on such date, at such time and at such place,
either within or without the State of Delaware, as may be designated by the
Board of Directors, from time to time, and stated in the Notice of the
Meeting, for the purpose of electing Directors and transacting such other
business as may properly be brought before the meeting.
Section 2. Special meetings of the stockholders may be held upon
call of the Board of Directors or the Executive Committee, if any, or the
Chairman of the Board, if any, or the President, at such time and at such
place within or without the State of Delaware as may be stated in the call
and notice.
Section 3. Except as otherwise herein provided, notice of the time
and place of every meeting of the stockholders shall be delivered
personally or mailed at least ten days previous thereto to each stockholder
of record entitled to vote at the meeting, at the address furnished by him
to the Corporation or its Transfer Agent. Such further notice shall be
given as may be required by law. Any meeting may be held without notice if
notice thereof is waived, whether before or after such meeting, by all of
the stockholders entitled to vote thereat.
Section 4. At every meeting of the stockholders the holders of
record of a majority of the outstanding shares of stock of the Corporation,
entitled to vote at the meeting, whether present in person or represented
by proxy, shall, except as otherwise provided by law, or by the Certificate
of Incorporation, constitute a quorum. If at any meeting there shall be no
quorum, the holders of record, entitled to vote, of a majority of such
shares of stock so present or represented may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until
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a quorum shall have been obtained, when any business may be transacted
which might have been transacted at the meeting as first convened had there
been a quorum.
Section 5. Unless otherwise provided in the Certificate of
Incorporation of the Corporation, meetings of the stockholders shall be
presided over by the Chairman of the Board, if any, or the President or, if
neither is present, by a person selected by the Board of Directors, or if
no selection is made, by a Chairman to be chosen at the meeting. The
Secretary of the Corporation or, if he is not present, an Assistant
Secretary of the Corporation, if present, shall act as Secretary of the
meeting, but if no such officer is present a Secretary shall be chosen at
the meeting.
The order of business at each such meeting shall be as determined by
the chairman of the meeting. The chairman of the meeting shall have the
right and authority to prescribe such rules, regulations and procedures and
to do all such acts and things as are necessary or desirable for the proper
conduct of the meeting, including, without limitation, the establishment of
procedures for the maintenance of order and safety, limitations on the time
allocated to questions or comments on the affairs of the Corporation,
restrictions on entry to such meeting after the time prescribed for the
commencement thereof and the opening and closing of the voting polls.
Section 6. Each stockholder entitled to vote at any meeting shall
have one vote in person or by proxy for each share of stock held by him
which has voting power upon the matter in question at the time, but no
proxy shall be voted on after three years from its date, unless such proxy
provides for a longer period, and, except when the stock transfer books of
the Corporation shall have been closed or a date shall have been fixed in
advance as a record date for the determination of stockholders entitled to
vote, as hereinafter provided, no share of stock shall be voted on at any
election for directors which shall have been transferred on the books of
the Corporation within twenty days next preceding such election of
directors.
Section 7. The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not exceeding sixty
days preceding the date of any meeting of stockholders or the date for
payment of any dividend or the date for the allotment of rights or the date
when any change or conversion or exchange of stock shall go into effect or
for a period of not exceeding sixty days in connection with obtaining the
consent of stockholders for
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any purpose; provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance a date, not
exceeding sixty days preceding the date of any meeting of stockholders, or
the date for the payment of any dividend, or the date for the allotment of
rights, or the date when any change or conversion or exchange of stock
shall go into effect, or a date in connection with obtaining such consent,
as a record date for the determination of the stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any such allotment
of rights, or to exercise the rights in respect of any such change,
conversion or exchange of stock, or to give such consent, and in such case
such stockholders and only such stockholders as shall be stockholders of
record on the date so fixed shall be entitled to such notice of, and to
vote at, such meeting and any adjournment thereof, or to receive payment of
such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record
date fixed as aforesaid.
Section 8. The provisions of this Article I, and of these By-Laws,
are subject to the provisions of the Certificate of Incorporation of the
Corporation, as from time to time amended, and in the case of any
inconsistency between the provisions of these By-Laws and of the
Certificate of Incorporation the Certificate of Incorporation shall govern
and such inconsistency shall be resolved so as to carry into effect the
intent and purposes of the provisions of the Certificate of Incorporation.
Section 9. Advance Notice of Stockholder Proposals. At any annual
or special meeting of stockholders, proposals by stockholders and persons
nominated for election as directors by stockholders shall be considered
only if advance notice thereof has been timely given as provided herein and
such proposals or nominations are otherwise proper for consideration under
applicable law and the certificate of incorporation and by-laws of the
Corporation. Notice of any proposal to be presented by any stockholder or
of the name of any person to be nominated by any stockholder for election
as a director of the Corporation at any meeting of stockholders shall be
delivered to the Secretary of the Corporation at its principal executive
office not less than 60 nor more than 90 days prior to the date of the
meeting; provided, however, that if the date of the meeting is first
publicly announced or disclosed (in a public filing or otherwise) less than
70 days prior to the date of the
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meeting, such advance notice shall be given not more than ten days after
such date is first so announced or disclosed. Public notice shall be
deemed to have been given more than 70 days in advance of the annual
meeting if the Corporation shall have previously disclosed, in these by-
laws or otherwise, that the annual meeting in each year is to be held on a
determinable date, unless and until the Board determines to hold the
meeting on a different date. Any stockholder who gives notice of any such
proposal shall deliver therewith the text of the proposal to be presented
and a brief written statement of the reasons why such stockholder favors
the proposal and setting forth such stockholder's name and address, the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such stockholder and any material interest of such
stockholder in the proposal (other than as a stockholder). Any stockholder
desiring to nominate any person for election as a director of the
Corporation shall deliver with such notice a statement in writing setting
forth the name of the person to be nominated, the number and class of all
shares of each class of stock of the Corporation beneficially owned by such
person, the information regarding such person required by paragraphs (a),
(e) and (f) of Item 401 of Regulation S-K adopted by the Securities and
Exchange Commission (or the corresponding provisions of any regulation
subsequently adopted by the Securities and Exchange Commission applicable
to the Corporation), such person's signed consent to serve as a director of
the Corporation if elected, such stockholder's name and address and the
number and class of all shares of each class of stock of the Corporation
beneficially owned by such stockholder. As used herein, shares
"beneficially owned" shall mean all shares as to which such person,
together with such person's affiliates and associates (as defined in Rule
12b-2 under the Securities Exchange Act of 1934), may be deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as well as all shares as to which such person,
together with such person's affiliates and associates, has the right to
become the beneficial owner pursuant to any agreement or understanding, or
upon the exercise of warrants, options or rights to convert or exchange
(whether such rights are exercisable immediately or only after the passage
of time or the occurrence of conditions). The person presiding at the
meeting, in addition to making any other determinations that may be
appropriate to the conduct of the meeting, shall determine whether such
notice has been duly given and shall direct that proposals and nominees not
be considered if such notice has not been given.
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Section 10. Inspectors. Prior to any meeting of stockholders, the
Board of Directors or the Chief Executive Officer shall appoint one or more
inspectors to act at such meeting and make a written report thereof and may
designate one or more persons as alternate inspectors to replace any
inspector who fails to act. If no inspector or alternate is able to act at
the meeting of stockholders, the person presiding at the meeting shall
appoint one or more inspectors to act at the meeting. Each inspector,
before entering upon the discharge of his or her duties, shall take and
sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his or her ability. The
inspectors shall ascertain the number of shares outstanding and the voting
power of each, determine the shares represented at the meeting and the
validity of proxies and ballots, count all votes and ballots, determine and
retain for a reasonable period a record of the disposition of any
challenges made to any determination by the inspectors and certify their
determination of the number of shares represented at the meeting and their
count of all votes and ballots. The inspectors may appoint or retain other
persons to assist them in the performance of their duties. The date and
time of the opening and closing of the polls for each matter upon which the
stockholders will vote at a meeting shall be announced at the meeting. No
ballot, proxy or vote, nor any revocation thereof or change thereto, shall
be accepted by the inspectors after the closing of the polls. In
determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted therewith, any information provided by a stockholder who submits
a proxy by telegram, cablegram or other electronic transmission from which
it can be determined that the proxy was authorized by the stockholder,
ballots and the regular books and records of the corporation, and they may
also consider other reliable information for the limited purpose of
reconciling proxies and ballots submitted by or on behalf of banks,
brokers, their nominees or similar persons which represent more votes than
the holder of a proxy is authorized by the record holder owner to cast or
more votes than the stockholder holds of record. If the inspectors
consider other reliable information for such purpose, they shall, at the
time they make their certification, specify the precise information
considered by them, including the person or persons from whom they obtained
the information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that such
information is accurate and reliable.
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ARTICLE II.
Board of Directors.
Section 1. The Board of Directors of the Corporation shall consist
of eight persons. Directors shall hold office until the third Annual
Meeting of Stockholders next succeeding their election, or until their
successors shall have been elected and shall have qualified. A majority of
the Directors then in office, but in no event less than five Directors,
shall constitute a quorum present, the Directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall have been obtained, when any business may be
transacted which might have been transacted at the meeting as first
convened had there been a quorum.
Whenever any vacancy shall have occurred in the Board of Directors by
death, resignation or otherwise, or the number of Directors shall be
increased by amendment of this Section, such vacancy may be filled, or the
additional directors may be elected, by the vote of a majority of the
directors then in office.
Section 2. Meetings of the Board of Directors shall be held at such
place within or without the State of Delaware as may from time to time be
fixed by resolution of the Board or as may be specified in the call of any
meeting. Regular meetings of the Board shall be held at such time as may
from time to time be fixed by resolution of the Board, and notice of such
meetings need not be given. Special meetings of the Board may be held at
any time upon call of the Chairman of the Board, if any, or the President,
by oral, telegraphic or written notice, duly served on or given, sent or
mailed to each director not less than two days before any such meeting. A
meeting of the Board may be held without notice immediately after the
annual meeting of the stockholders at the same place at which such meeting
is held. Meetings may be held at any time without notice if all the
directors are present or if those not present waive notice of the meeting
in writing or by telegram, before or after any such meeting.
Directors and members of committees shall be reimbursed for
their necessary traveling expenses incurred in attending meetings of the
Board or such committees and shall be paid such reasonable fees for their
attendance as the Board of Directors may fix.
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ARTICLE III.
Officers.
Section 1. The Board of Directors, as soon as may be after the
election of directors held in each year, shall elect from their number a
Chairman of the Corporation, and shall also elect one or more Senior Vice-
Presidents, Vice-Presidents, a Secretary and Treasurer, and from time to
time may appoint such Assistant Vice-Presidents, Assistant Secretaries,
Assistant Treasurers and other officers, agents and employees as it may
deem proper. The Board of Directors may also elect a President of the
Company. Any two offices may be held by the same person; and more than two
offices, other than the offices of President and Secretary, may be held by
the same person.
Section 2. The term of office of all officers shall be one
year, or until their respective successors are chosen and qualified; but
any officer may be removed from office at any time by the affirmative vote
of a majority of the members of the whole Board.
Section 3. Subject to such limitations as the Board of
Directors may from time to time prescribe, the officers of the Corporation
shall each have such powers and duties as from time to time may be
conferred by the Board of Directors. The Board of Directors may require
the Treasurer, the Assistant Treasurers and any other officers, agents or
employees of the Corporation to give bond for the faithful discharge of
their duties, in such sum and of such character as the Board may from time
to time prescribe.
Section 4. The Chairman of the Board, if any, or in his
absence or inability to act, the President, shall have the power to vote or
give a proxy for the voting of all shares of stock of any corporation owned
by the Corporation at any meeting of the stockholders of any such
corporation.
ARTICLE IV.
Certificates of Stock.
Section 1. The interest of each stockholder in the Corporation
shall be evidenced by a certificate or certificates for shares of stock of
the Corporation, in such form as the Board of Directors may from time to
time prescribe. The certificates for shares of stock of the Corporation
shall be signed by the President or a
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Vice-President and by the Secretary or the Treasurer or an Assistant
Secretary or an Assistant Treasurer, and shall be countersigned and
registered in such manner, if any, as the Board may by resolution prescribe;
provided, however, that, in case such certificates are required by such
resolution to be signed by a transfer agent or an assistant transfer agent
or by a transfer clerk acting on behalf of the Corporation and by a
registrar, the signatures of any such President, Vice-President, Treasurer,
Assistant Treasurer, Secretary or Assistant Secretary may be facsimile.
Section 2. The shares of stock of the Corporation shall be
transferable on the books of the Corporation by the holders thereof in
person or by duly authorized attorney, upon surrender for cancellation of
certificates for a like number of shares of the same class of stock, with
duly executed assignment and power of transfer endorsed thereon or attached
thereto, and with such proof of the authenticity of the signatures as the
Corporation or its agent may reasonably require.
Section 3. No certificate for shares of stock of the
Corporation shall be issued in place of any certificate alleged to have
been lost, stolen or destroyed, except upon production of such evidence of
the loss, theft or destruction and upon indemnification of the Corporation
and its agents to such extent and in such manner as the Board of Directors
may from time to time prescribe.
ARTICLE V.
Checks, Notes, Etc.
All checks and drafts on the Corporation's bank accounts and
all bills of exchange and promissory notes, and all acceptances,
obligations and other instruments for the payment of money, shall be signed
by such officer or officers or agent or agents as shall be thereunto
authorized from time to time by the Board of Directors.
ARTICLE VI.
Fiscal Year.
The fiscal year of the Corporation shall be as determined by
resolution of the Board of Directors.
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ARTICLE VII.
Corporate Seal.
The corporate seal shall have inscribed thereon the name of the
Corporation and the year of its incorporation, 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.
ARTICLE VIII.
Offices.
The Corporation and the stockholders and the directors may have
offices outside of the State of Delaware, at such places as shall be
determined from time to time by the Board of Directors.
ARTICLE IX.
Amendments.
The By-Laws of the Corporation may be altered, amended, added
to or repealed at any meeting of the Board of Directors, by the affirmative
vote of a majority of the total number of directors, if notice of the
proposed change is given in the notice of the meeting, or if all of the
directors are present at the meeting, or if all directors not present at
the meeting assent in writing to such change; PROVIDED, however, that no
change of the time or place for the annual meeting of the stockholders for
the election of directors shall be made except in accordance with the laws
of the State of Delaware. By-Laws made by the directors may be altered or
repealed by the stockholders having voting power, or by the directors.