Exhibit 3.3
BYLAWS OF
NUEVO ENERGY COMPANY
(the "Corporation")
ARTICLE I.
Offices
Section 1.1. The registered office of the Corporation in the State of
Delaware shall be in the City of Wilmington, County of New Castle, State of
Delaware.
Section 1.2. The Corporation may also have offices at such other places
both within and without the State of Delaware as the Board of Directors may from
time to time determine or the business of the Corporation may require.
ARTICLE II.
Meetings of Stockholders
Section 2.1. All meetings of the stockholders for the election of
directors shall be held in the City of Houston, State of Texas, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware or Texas as shall be designated
from time to time by the Board of Directors and stated in the notice of the
meeting. Meetings of stockholders for any other purpose may be held at such
time and place, within or without the State of Delaware, as shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2.2. Annual meetings of stockholders, commencing within the year
1991, shall be held on the second Tuesday in June at 10:00 a.m., if not a legal
holiday, and if a legal holiday, then on the next secular day following, at
10:00 a.m., or at such other date and time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, at which
time they shall elect a board of directors, and transact such other business as
may properly be brought before the meeting.
Section 2.3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.
Section 2.4. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten (10) 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,
for any purpose germane to the meeting, which shall be open to the inspection of
any stockholder during ordinary business hours, for a period of at least ten
(10) 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 so 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.
Section 2.5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation may be called by the President or by the Board of Directors or by
the written order of a majority of the directors; and shall be called by the
President or Secretary at the request in writing of stockholders owning 80% or
more of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 2.6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall 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 at such
meeting.
Section 2.7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 2.8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute, by the Certificate of
Incorporation or be these Bylaws. If, however, such quorum shall not be present
or represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have the power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) 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.
Section 2.9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes,
these Bylaws or of the Certificate of Incorporation, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 2.10. Unless otherwise provided in the Certificate of
Incorporation, each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three (3) years from its date, unless the proxy provides for a longer
period.
Section 2.11. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any action required or permitted to be taken
by the stockholders of the Corporation must be effected at a duly-called annual
or special meeting of stockholders of the Corporation and may not be effected by
any consent in writing by such stockholders unless all of the stockholders
entitled to vote thereon consent thereto in writing. Notwithstanding anything
contained in these Bylaws to the contrary, this Section 2.11 of Article II may
be amended, supplemented, or appealed only by the affirmative vote of the
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holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class.
Section 2.12. Any stockholder proposing to nominate a person for election
to the Board of Directors shall provide the Corporation 120 days prior written
notice of such nomination, stating the name and address of the nominee and
describing his qualifications for being a director of the Corporation. Such
notice shall be sent or delivered to the principal office of the Corporation to
the attention of the Board of Directors, with a copy to the President and
Secretary of Corporation.
Section 2.13. At any meeting of stockholders, the Chairman or President of
the Corporation (in such order) shall act as the chairman of the meeting, and
the stockholders shall not have the right to elect a different person as
chairman of the meeting. The chairman of the meeting shall have the authority
to determine (i) when the election polls shall be closed in connection with any
vote to be taken at the meeting; and (ii) when the meeting shall be recessed.
No action taken at a meeting shall become final and binding if any group of
stockholders representing 20% or more of the shares entitled to be voted for
such action shall contest the validity of any proxies or the outcome of any
election.
ARTICLE III.
Directors
Section 3.1. The business and affairs of the Corporation shall be managed
by a Board of Directors, which shall have and may exercise all of the powers of
the Corporation, except such as are expressly conferred upon the stockholders by
law, by the Certificate of Incorporation or by these Bylaws. Subject to the
rights of the holders of shares of any series of Preferred Stock then
outstanding to elect additional directors under specified circumstances, the
Board of Directors shall consist of not less than three nor more than twenty-one
persons. The exact number of directors within the minimum and maximum
limitations specified in the preceding sentence shall be fixed from time to time
by either (i) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, (ii) the affirmative vote of the
holders of 80% or more of the voting power of all of the shares of the
Corporation entitled to vote generally in the election of directors, voting
together as a single class, or (iii) the Certificate of Incorporation. No
decreased in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director. The directors shall be divided into
three classes, as nearly equal in number as possible, with the term of office of
the first class to expire at the 1991 annual meeting of stockholders, the term
of the second class to expire at the 1992 annual meeting of stockholders, and
the term of the third class to expire at the 1993 annual meeting of
stockholders, and with the members of each class to hold office until their
successors have been elected and qualified. At each annual meeting of
stockholders following such initial classification and election, directors
elected to succeed those directors whose terms expire shall be elected for a
term of office to expire at the third succeeding annual meeting of stockholders
after their election.
Section 3.2. Subject to the rights of the holders of any series of
Preferred Stock then outstanding, any director, or the entire Board of
Directors, may be removed from office at any time only for cause and only by the
affirmative vote of the holders of 80% or more of the voting power of all of the
shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. "Cause" shall be exclusively
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defined to mean: (a) conviction of a felony, (b) proof beyond a reasonable
doubt of the gross negligence or willful misconduct of such director which is
materially detrimental to the Corporation, or (c) proof beyond a reasonable
doubt of a breach of fiduciary duty of such director which is materially
detrimental to the Corporation.
Section 3.3. Subject to the rights of holders of any series of any
Preferred Stock then outstanding, newly-created directorships resulting from any
increase in the authorized number of directors and any vacancies in the Board of
Directors resulting from death, resignation, retirement, disqualification,
removal from office or other cause may be filled by a majority vote of the
directors then in office even though less than a quorum or by a sole remaining
director and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute.
Meetings of the Board of Directors
Section 3.4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the State of Delaware.
Section 3.5. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
Board of Directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 3.6. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board.
Section 3.7. Special meetings of the Board may be called by the Chairman
of the Board on two (2) days' notice to each director, either personally or by
mail or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a majority
of the directors (unless the Board consists of only one director; in which case
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of the sole director).
Section 3.8. At all meetings of the Board, a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, these Bylaws or by the Certificate of
Incorporation. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
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Section 3.9. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, 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 committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 3.10. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any 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 in a meeting shall
constitute presence in person at the meeting.
Committees of Directors
Section 3.11. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. 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.
In the absence or disqualification of a member of a committee, 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 of Directors to act at the meeting in the place of any such
absent or disqualified member.
Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors in the management of the business affairs of the Corporation,
and may authorize the seal of the Corporation to be affixed to all papers which
may require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, (except that a committee
may, to the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board of Directors as provided in
Section 151(a) of the General Corporation Law of Delaware (the "Act") fix any of
the preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the Corporation or the conversion
into, or the exchange of such shares for, shares of any other class of classes
or any other series of the same or any other class or classes of stock of the
corporation) adopting an agreement of merger or consolidation, recommending to
the stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution or amending the
Bylaws of the Corporation; and, unless the resolution or the Certificate of
Incorporation expressly so provides, no such committee shall have the power or
authority to declare a dividend or to authorize the issuance of stock or to
adopt a certificate of ownership and merger. Such committee or committees shall
have such name or names as may be determined from time to time by resolution
adopted by the Board of Directors.
Section 3.12. Each committee shall keep regular minutes of its meetings
and report the same to the Board of Directors when required.
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Compensation of Directors
Section 3.13. Unless otherwise restricted by the Certificate of
Incorporation or these Bylaws, the Board of Directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV.
Notices
Section 4.1. Whenever, under the provisions of the statutes or of the
Certificate of Incorporation or of these Bylaws, notice is required to be given
to any director or stockholder, it shall not be construed or mean personal
notice but such notice maybe given in writing by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
Corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 4.2. Whenever any notice is required to be given under the
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V.
Officers
Section 5.1 The officers of the Corporation shall be chosen by the Board
of Directors and shall be a chairman of the board, a president, one or more vice
presidents, any one or more of which may be designated executive vice president
or senior vice present, a secretary and a treasurer. The Board of Directors may
also choose assistant vice presidents and one or more assistant secretaries and
assistant treasurers. Any number of offices may be held by the same person,
unless the Certificate of Incorporation or these Bylaws otherwise provide. The
Chairman shall be elected from among the directors.
Section 5.2 The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president, one or more vice presidents, a
secretary and a treasurer.
Section 5.3 The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the Board.
Section 5.4 The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors or a committee thereof.
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Section 5.5 The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors then in office. Such removal shall be
without prejudice to the contract rights, if any, of the person so removed,
provided, however, that the election or appointment of an officer shall not, of
itself, create contract rights. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
Chairman of the Board
Section 5.6 The Chairman of the Board shall preside at all meetings of the
Board of Directors and of the stockholders of the Corporation. In the
Chairman's absence, such duties shall be attended to by the President. The
Chairman shall formulate and submit to the Board of Directors or a committee
designated thereby matters of general policy of the Corporation and all perform
such other duties as usually appertain to the office or as may be prescribed by
the Board of Directors. The Chairman shall be the chief executive officer of
the Corporation.
The President
Section 5.7 The President shall be the chief operating officer of the
Corporation and subject to the control of the Board of Directors, shall have
general and active management of the business of the Corporation and shall see
that all orders and resolutions of the Board of Directors are carried into
effect. In the absence of the Chairman, the President shall preside at the
meetings of the Board of Directors and of the stockholders. The President shall
keep the Board of Directors fully informed and shall consult them concerning the
business of the Corporation.
Section 5.8 He or she shall execute bonds, mortgages and other contracts
requiring a seal under the seal 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 to some other officer or agent of the Corporation.
The Vice Presidents
Section 5.9 In the absence of the President or in the event of his
inability or refusal to act, the Vice President (or in the event there be more
than one vice president, the vice presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall perform such other duties and have such
other powers as the President, the Board of Directors or any committee of the
Board of Directors may from time to time prescribe.
The Secretary and Assistant Secretary
Section 5.10 The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the Corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. The Secretary shall give,
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or cause to be given, notice of all meetings of the stockholders and special
meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he
shall be. The Secretary shall have custody of the corporate seal of the
Corporation and he, or any assistant secretary, shall have authority to affix
the same to any instrument requiring it and when so affixed, it may be attested
by his signature or by the signature of such assistant secretary. The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.
Section 5.11 The Assistant Secretary, or if there be more than one, the
assistant secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Secretary and shall perform
such other duties and have such powers as the Board of Directors may from time
to time prescribe.
The Treasurer and Assistant Treasurers
Section 5.12 The Treasurer shall have the custody of the corporate funds
and 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 and to the credit of the Corporation in
such depositories as may be designated by the Board of Directors.
Section 5.13 The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 5.14 If required by the Board of Directors, the Treasurer shall
give the Corporation a bond (which shall be renewed every six (6) years) in such
sum and with such surety or sureties as shall be satisfactory to the Board of
Directors for the faithful performance of the duties of his office and for the
restoration to the Corporation, in case of his death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control belonging to the
Corporation.
Section 5.15 The Assistant Treasurer, or if there be more than one, the
assistant treasurers in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Treasurer or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.
ARTICLE VI.
Certificates for Shares
Section 6.1 The shares of the Corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the Corporation
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by, the Chairman or vice-chairman of the Board of Directors, or the President or
Vice President and the Treasurer or an assistant treasurer, or the Secretary or
an assistant secretary of the Corporation.
Upon the face or back of each stock certificate issued to represent any
partly paid shares, or upon the books and records of the Corporation in the case
of uncertificated party said shares, shall be set forth the total amount of the
consideration to be paid therefor and the amount paid thereon shall be stated.
Certificates shall also contain such legends or statements as may be required by
law and any agreement between the Corporation and the holder thereof.
If the Corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the Corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in Section 202 of the Act, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the Corporation shall issue to represent such class or series of stock, a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preference and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
Within a reasonable time after the issuance or transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written
notice containing the information required to be set forth or stated on
certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the Act or a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.
Section 6.2 Any or all the signatures on a certificate may be facsimile.
In case any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
Lost Certificates
Section 6.3 The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates or uncertificated shares, the Board
of Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the Corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.
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Transfer of Stock
Section 6.4 Upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or uncertificated shares shall be made
to the person entitled thereto and the transaction shall be recorded upon the
books of the Corporation. Transfers of shares shall be made only on the books
of the Corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney and filed with the Secretary of the
Corporation or the transfer agent.
Section 6.5 Every stockholder or transferee shall furnish the Secretary or
a transfer agent with the address to which notice of meetings and all other
notices may be served upon or mailed to him or her, and in default thereof, he
or she shall not be entitled to service or mailing of any such notice.
Fixing Record Date
Section 6.6 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 to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before the
date of such meeting, nor more than sixty (60) days prior to any other action.
A determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.
Registered Stockholders
Section 6.7 The Corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, to vote as such owner, and to hold such person registered on its
books liable for calls and assessments as the owner of such shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
ARTICLE VII.
Miscellaneous/Dividends
Section 7.1 Dividends upon the capital stock of the Corporation, subject
to the provisions of the Certificate of Incorporation, if any, and applicable
law, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be paid in
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cash, in property or in shares of capital stock, subject to the provisions of
the Certificate of Incorporation.
Section 7.2 Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purpose as the directors shall determine to be in the interest of the
Corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Annual Statement
Section 7.3 The Board of Directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
Corporation.
Checks
Section 7.4 All checks, demands, drafts, or other orders for payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Contracts
Section 7.5 The board of Directors may authorize any officer, officers,
agent, or agents, to enter into any contract or execute and delivery any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
Deposits
Section 7.6 All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
Fiscal Year
Section 7.7 The fiscal year of the Corporation shall be fixed by
resolution of the Board of Directors.
Seal
Section 7.8 The corporate seal shall have inscribed thereon the name of
the Corporation, the year of its organization and the words "Corporate Seal,
Delaware." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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Indemnification
Section 7.9 Unless otherwise provided in the Certificate of Incorporation,
the Corporation shall indemnify its officers, agents and directors to the full
extent permitted by the General Corporation Law of Delaware. The protection and
indemnification provided hereunder shall not be deemed exclusive of any other
rights to which such director, agent or officer or former director or officer of
such person may be entitled under any agreement, insurance policy, vote of
stockholders or otherwise.
ARTICLE VIII.
Amendments
Section 8.1 Notwithstanding any other provision contained in these Bylaws
to the contrary, Sections 2.5, 2.11, 2.12 and 2.13 of Article II, Sections 3.1
and 3.2 of Article III, and this Article VIII of these Bylaws may be amended,
supplemented, or repealed only by the affirmative vote of 80% or more of all of
the shares of the Corporation entitled to vote generally in the election of
directors, voting together as a single class. In addition to the foregoing, the
Board of Directors may amend or repeal these Bylaws or adopt new Bylaws.
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