EXHIBIT 3.66
REVISED AND RESTATED BYLAWS
OF
McGILL INCORPORATED
______________________
ARTICLE I.
Office
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The principal office of the corporation shall be at 5800 West 68th Street,
Tulsa, Oklahoma, or at such other place as may be selected by the Board of
Directors from time to time. The corporation may have such other offices within
or without the State of Oklahoma as the Board of Directors may from time to time
appoint.
ARTICLE II.
Stock and Transfer Thereof
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1. Stock Certificates: The form of certificate representing shares of
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stock of the corporation shall be approved by the Board of Directors at its
first meeting, and a sample certificate shall be placed in the corporate Minute
Book for reference as to the certificate to be issued and the manner of
issuance, to be followed in all respects.
2. Consideration for Shares: Shares shall be issued for such
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consideration expressed in dollars but lot less than the par value thereof, as
shall be fixed from time to time by the Board of Directors.
Such consideration may be paid in whole or in part in money and other
property, tangible or intangible, or in labor or services actually performed for
the corporation; and the Board of Directors shall have full discretion and
authority to sell and issue the stock of the corporation upon such terms and
conditions as it deems necessary or desirable, including installment sales and
the granting of options or other rights to purchase.
3. Lost Certificate: The Board of Directors may direct a new certificate
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or certificates to be issued in place of any certificate or certificates
theretofore issued by the
corporation alleged to have been lost or destroyed upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost; and the Board of Directors when authorizing such issuance of a new
certificate or certificates may, in its discretion, and as a condition precedent
to the issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum as it
may direct, as indemnity against any claim that may be made against the
corporation. Except as hereinabove in this section provided, no new certificate
evidencing shares of stock 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.
4. Transfers of Stock: Except as otherwise provided by law, the stock of
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the corporation shall be transferable or assignable only on the books of the
corporation by the holder thereof in person or by duly authorized representative
upon surrender of the certificate or certificates for such shares duly endorsed
or transferred.
The corporation shall be entitled to treat the holder of record of any
shares of stock as the holder in fact thereof and accordingly shall not be bound
to recognize any equitable claim or any other claim or interest is such share on
the part of any other person, whether or not it shall have express or other
notice thereof, except as say be required by the laws of the State of Oklahoma.
ARTICLE III.
Shareholders and Meetings Thereof
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1. Annual Meeting: The annual meeting of the shareholders for the
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election of directors and the transaction of such other business as may properly
come before the meeting shall be held at the principal office of the corporation
or at such other location as may be specified by the Board of Directors in the
month of April each year.
2. Special Meetings: Special meetings of the shareholders may be called
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by the President, the Board of Directors or the holders of not less than one-
fifth (1/5) of all the shares entitled to vote at the meetings.
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3. Notice of Meetings: Written or printed notice stating the place, date,
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and hour of a meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten (10) days
nor more than fifty (50) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, Secretary, or the officer
or persons calling the meeting to each shareholder of record entitled to vote at
such meeting, except that if the authorized capital stock is to be increased, at
least thirty (30) 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 in the stock transfer books of the
corporation, with postage thereon prepaid. Any shareholder may waive notice of
any meeting.
4. Closing of Transfer Books and Fixing Record Date: For the purpose of
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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 determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that the stock
transfer books be closed for a stated period not to exceed in any case forty
(40) days. If the stock transfer books shall be closed for the purpose of
determining shareholders, such books shall be closed at least ten (10) days
immediately preceding a 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 forty
(40) days and in case of a meeting of shareholders, not less than ten (10) days
prior to the date on which the particular action requiring such determination of
shareholders is to be taken. If the stock transfer books are not closed and no
record date is fixed for determining shareholders entitled to notice of or to
vote at the meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been
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made as provided in this section, such determination shall apply to any
adjournment thereof except where the determination has been made through the
closing of the stock transfer books and the stated period of closing has
expired.
5. Quorum: A quorum at any meeting of the shareholders shall consist of a
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majority of the issued and outstanding voting shares which may be represented
either in person or by proxy. If less than a majority of the outstanding voting
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at a meeting as originally notified.
The shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. A majority of such quorum shall
decide any question that may come before the meeting unless otherwise specified
by law.
6. Proxies: At all meetings of shareholders, a shareholder may vote by
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proxy, executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the secretary of the
corporation before or at the time of the meeting. No proxy shall be valid after
six (6) months from the date of its execution unless otherwise provided in the
proxy.
7. Voting of Shares: Each outstanding share of common stock shall be
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entitled to one vote and each fractional share shall be entitled to a
corresponding fractional vote on each matter submitted to vote at a meeting of
shareholders. At each election for directors every shareholder entitled to vote
at such election shall have the right to vote in person or by proxy the number
of shares owned by him for as many persons as there are directors to be elected
and for whose election he has a right to vote. Cumulative voting shall not be
allowed.
8. Voting of Shares by Certain Holders: Treasury shares shall not be
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voted at any meeting or counted in determining the total number of outstanding
shares at any given time.
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Shares standing in the name of another corporation, domestic or foreign,
may be voted by such officer, agent, or proxy as the Bylaws of such corporation
may prescribe or, in the absence of such provision, as the Board of Directors of
such corporation may determine.
Shares held by an administrator, executor, guardian, or conservator may be
voted by him, either in person or by proxy, without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him,
either in person or by proxy; and no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to do be contained in the appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
9. Chairman: The President of the corporation shall be ex-officio
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chairman at all meetings of shareholders.
10. Oral Vote: Voting shall be oral but shall be by written ballot if
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such vote is demanded by any stockholder present in person or by proxy and
entitled to vote.
11. Action by Shareholders Without a Meeting: Any action required to be
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taken at a meeting of the shareholders or any action which may be taken at a
meeting of the shareholders may be taken without a meeting if a consent in
writing setting forth the action so taken shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders.
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ARTICLE IV.
Directors, Powers and Meetings
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1. General Powers: The business and affairs of the corporation shall be
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managed by a Board of Directors who shall exercise all the powers of the
corporation except as otherwise provided by the laws of the State of Oklahoma or
the Articles of Incorporation.
2. Number, Tenure and Qualifications: The number of Directors of the
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corporation shall be no less than three (3) nor more than ten (10), as
determined by resolutions adopted by the shareholders from time to time.
Directors shall be elected at each annual meeting of the shareholders. Each
director shall hold office for the term for which he is elected and until his
successor shall have been elected and qualified. Directors need not be
residents of Oklahoma or shareholders of the corporation. Directors shall be
removable in the manner provided by the Laws of the State of Oklahoma.
3. Resignations: Any director may resign at any time by mailing,
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delivering or by transmitting written notice of his resignation to the Chairman
of the Board or the President, or to the Secretary of the corporation; and any
such resignation shall take effect immediately without acceptance.
4. Vacancies: Any vacancy occurring in the Board of Directors may be
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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.
5. Annual Meeting: The meeting of the Board of Directors shall be held
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without notice in each year immediately following the annual meeting of
shareholders, at the same place. No prior notice of such meeting, other than
the notice of the shareholders' meeting, shall be necessary.
6. Special Meeting: Special meetings of the Board of Directors may be
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called at any time and at any place within or without the State of Oklahoma by
the Chairman of the Board or by the President or by any of the Directors.
Notice of such meeting shall be mailed, telegraphed
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or electrically transmitted to the last known address of each director at least
five (5) days in the case of mail, or three (3) days in the ease of telegram or
electronic transmission, prior to the date fixed for the meeting. Any director
may waive notice of any meeting. The attendance of a director at a meeting shall
constitute a waiver of notice of such meeting except where a director attends a
meeting for the purpose of objection to the transaction of any business because
the meeting was not lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
7. Quorum: A majority of the number of directors in office at any
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particular time shall constitute a quorum for the transaction of business. The
act of the majority of the directors present at a meeting in which a quorum is
present shall be the act of the Board of Directors.
8. Compensation: Each director shall be entitled to receive such
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compensation as the Board of Directors may determine for his services as a
member of such Board and of the duly constituted committees thereof, regardless
of whether any such director is serving the corporation as an officer, employee,
agent or otherwise and receiving compensation therefor.
9. Presumption of Assent: A director of the corporation who is present at
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a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting, or unless he shall file his
written dissent to such action with the secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
secretary of the corporation within ten (10) days after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favor
of such action.
10. Executive Committee: The Board of Directors, by resolution adopted by
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a majority of the number of directors fixed by these Bylaws, may designate two
or more directors to constitute an executive committee. Such committee, to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the general management of the
corporation, but the designation of such committee and the delegation thereto
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of authority shall not operate to relieve the Board of Directors or any member
thereof of any responsibility imposed on it by these Bylaws or by law.
11. Action by Directors Without Meeting: Any action required to be taken
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at a meeting of the directors of the corporation, or any action which may be
taken at such a meeting, may be taken without a meeting if a consent in writing
setting forth the action so taken shall be signed by all of the directors
entitled to vote with respect to the subject matter thereof. Such consent shall
have the same force and effect as a unanimous vote of the directors.
12. Bank Accounts: Anything herein to the contrary notwithstanding the
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Board of Directors may, except as may otherwise be required by law, authorize
any officer or officers, agent or agents, in the name of and on behalf of the
corporation, to sign checks, drafts, or other orders for the payment of money or
notes, or other evidences of indebtedness, to endorse for deposit, deposit to
the credit of this corporation at any bank or trust company or banking
institution in which the company may maintain an account, and cash checks,
notes, drafts, or other bankable securities or instruments. Such authority may
be general or confined to specific instances, as the Board may elect.
ARTICLE V.
Officers and Agents
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1. Officers: The officers of the corporation shall consist of a
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President, one or more Vice Presidents, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. The Board of Directors may
elect or appoint such other officers and assistant officers and agents as it may
deem necessary. The Board of Directors shall fix the authority, duties, term of
office, and salaries of all of the officers of the corporation except as
otherwise specified in these Bylaws. Any two or more offices may be held by the
same person, except the offices of President and Secretary. The officers shall
be elected at the first meeting of the Board of Directors after each annual
meeting of shareholders and each officer shall hold office until his successor
shall be chosen and shall be qualified unless he shall sooner resign or be
removed.
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2. Removal of Officers: Any officer or agent may be removed by the Board
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of Directors or by the Executive Committee, if any, whenever in its judgment the
best interests 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.
3. Chairman of the Board: The Chairman of the Board, if such officer shall
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be chosen by the Board of Directors, shall preside at all meetings of the Board
of Directors at which he is present. He shall, subject to the direction of the
Board of Directors, have general oversight over the affairs of the corporation
and shall from time to time consult and advise the President in the direction
and management of the corporation's business and affairs and shall also do and
perform such other duties as may from time to time be assigned to him by the
Board of Directors.
4. President: The President shall be the Chief Executive Officer of the
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corporation unless the Board of Directors should authorize another officer of
the corporation to act in such capacity, he shall preside at any meeting of the
shareholders at which he is present and, in the absence of the Chairman of the
Board, shall preside at any meeting of the Board of Directors at which he is
present; and he shall be ex-officio a member of all standing committees. He
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the Board are carried into effect;
provided, however, such management function can be delegated in his discretion
to a Vice-President who shall be designated the Chief Operating Officer of the
corporation.
5. Vice Presidents: The Vice Presidents shall, in the order of their
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seniority, determined by their tenure as Vice-President and in the absence or
disability of the President, perform the duties and exercise the powers of the
President, and shall perform such other duties as may from time to time be
prescribed by the Board of Directors or the President.
6. Secretary: The Secretary or an Assistant Secretary, if any, shall
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attend all sessions of the Board of Directors and all meetings of the
shareholders and shall record all votes and the minutes of all proceedings in a
book to be kept for that purpose, and shall perform like duties for
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the standing committees when required. He shall keep in safe custody the
corporate records and the seal of the corporation and when authorized by the
Board shall affix the seal to any instrument requiring it, and when so affixed
it shall be attested by his signature or by the signature of an Assistant
Secretary. He shall keep at the registered office or the principal place of
business of the corporation a record of the shareholders giving names and
addresses of all shareholders and the number of shares held by each. He shall
sign with the President or a Vice President certificates for shares of the
corporation, the issuance of which shall have been authorized by resolution of
the Board of Directors. He shall, in general, perform all duties incident to the
office of secretary and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
Assistant secretaries, if any, may be appointed by any officer or director
of the corporation for a specified limited purpose and shall have the same
duties ant powers as the Secretary to the extent necessary to perform the
responsibilities entrusted to him, subject to supervision by the Secretary.
7. Treasurer: The treasurer shall have custody of the corporate funds and
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securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation, and shall deposit all
monies and other valuable effects in the name of and to the credit of the
corporation in such depositories as may be designated by the Board of Directors.
He shall disburse the funds of the corporation as may be ordered by the Board,
making proper vouchers for such disbursements, and shall render to the President
and the directors at the regular meetings of the Board, or whenever they may
require it, an account of all the transactions and of the financial condition of
the corporation. He shall, if required by the Board, give the corporation a bond
in such sums and with such sureties as shall be satisfactory to the Board,
conditioned upon the faithful performance of the duties and for the restoration
to the corporation of all books, papers, vouchers, money, and other property of
whatever kind in his possession or under his control belonging to the
corporation.
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Assistant treasurers, if any, shall have the same powers and duties,
subject to the supervision of the Treasurer.
ARTICLE VI.
Indemnification of Officers and Directors
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Each director and officer of this corporation and each person who shall
serve at its request as a director or officer of another corporation in which
this corporation owns shares of capital stock or of which it is a creditor,
whether or not then in office, and his personal representatives, shall be
indemnified by the corporation against all costs and expenses actually and
necessarily incurred by him in connection with the defense of any action, suit,
or proceeding in which he may be involved or in which he may be made a party by
reason of his being or having been such director or officer, except in relation
to matters in which he shall be finally adjudged in such action, suit, or
proceeding to be liable for misconduct in the performance of a duty, or breach
of a fiduciary duty or relation owed by him, to the corporation. Such costs and
expenses shall include amounts reasonably paid in settlement for the purposes of
curtailing the costs of litigation, but only if such settlement is approved by
the Board of Directors and the corporation is advised in writing by its counsel
that, in his opinion the person indemnified did not commit such misconduct or
breach of fiduciary duty or relation owed by him to the corporation. The
foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled as a matter of law or by agreement.
ARTICLE VII.
Miscellaneous
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1. Fiscal Year. The fiscal year of the corporation shall begin on the
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first day of January of each year.
2. Notices: Whenever notice is required to be given by these Bylaws or
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under the Oklahoma Business Corporation Act, it shall be deemed to be
sufficiently given if given by depositing the same in the United States Mail,
postage prepaid, addressed to the person entitled
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to it at his last known address shown by the books of the corporation. Notice
shall be deemed to have been given upon the date of such mailing.
3. Waiver of Notice: Whenever notice is required to be given to any
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shareholder or director of the corporation under any provisions of the Oklahoma
Business Corporation Act, the Articles of Incorporation or by these Bylaws, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before, at, or after the time stated therein, shall be
equivalent to the giving of such notice.
4. Dividends: Dividends shall be paid at such times and in such amounts
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as the Board of Directors shall determine.
5. Amendment of Bylaws: The Bylaws may be amended from time to time in
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whole or in part by the affirmative vote of a majority of the Board of Directors
at any regular meeting of the Board or at any special meeting called for that
purpose, or at any meeting of the shareholders by a majority vote of the shares
represented at such meeting. The Board of Directors shall not make or alter any
Bylaw fixing their number, qualifications, classifications or term of office.
ADOPTED this ________ day of ________________, 1981.
/s/ James C. McGill
_________________________________
James C. McGill, President
ATTEST:
__________________________
Secretary
BOARD OF DIRECTORS:
/s/ James C. McGill
_________________________________
James C. McGill
/s/ Sam Aubrey
_________________________________
H. Sam Aubrey
/s/ Eugene C. McGill
_________________________________
Eugene C. McGill
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/s/ James H. Buxton
_________________________________
James H. Buxton
/s/ Bob Cartwright
_________________________________
Bob Cartwright
/s/ Daniel E. Fairchild
_________________________________
Daniel E. Fairchild
/s/ Quanah Sumpter
_________________________________
Quanah Sumpter
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EXHIBIT C
AMENDMENT TO BYLAWS
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ADOPTED April 1, 1989
NOW THEREFORE, BE IT RESOLVED, that the first sentence of Article IV,
Section 2, of the Bylaws is hereby revised to read as follows:
The number of Directors of the Corporation shall be no less than two
(2) and no more than ten (10), as determined by resolutions adopted by
the shareholders from time to time.
BE IT FURTHER RESOLVED, that the number of Directors of this
Corporation is hereby determined to be two (2), until changed in accordance with
applicable law and the Bylaws of the Corporation.
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