AMENDED AND RESTATED
BY-LAWS
OF
FORMAN PETROLEUM CORPORATION
(effective as of January 14, 2000)
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of New Orleans,
State of Louisiana.
Section 2. The corporation may also have offices at such other places
both within and without the State of Louisiana as the board of directors
may from time to time determine or the business of the corporation may
require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders for the election of
directors shall be held at such place either within or without the State of
Louisiana as shall be designated from time to time by the board of
directors and stated in the notice of the meeting. Meetings of
shareholders for any other purpose may be held at such time and place,
within or without the State of Louisiana, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of shareholders shall be held at such 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 they shall elect by a
board of directors, and transact such other business as may properly be
brought before the meeting.
Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each shareholder entitled to
vote at such meeting not less than 10 nor more than 60 days before the date
of the meeting.
Section 4. At any meeting of shareholders, a list of shareholders
entitled to vote, arranged alphabetically and certified by the secretary or
by the agent of the corporation having charge of transfers of shares,
showing the number and class of shares held by each shareholder on the
record date for the meeting shall be produced on the request of any
shareholder.
Section 5. Special meetings of the shareholders for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called at the direction of a majority of the board of
directors, or at the request in writing of shareholders owning 20% or more
issued and outstanding stock that is entitled to vote for the election of
directors. Such request of shareholders shall state the purpose or
purposes of the proposed meeting.
Section 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 10 nor more than 60 days before the
date of the meeting, to each shareholder entitled to vote at such meeting.
Section 7. Business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.
Section 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 shareholders for
the transaction of business except as otherwise provided by statute or by
the articles of incorporation. If, however, such quorum shall not be
present or represented at any meeting of the shareholders, the shareholders
entitled to vote thereat, present in person or represented by proxy, shall
have 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 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 shareholder of record entitled to vote at the meeting. Any
meeting at which directors are to be elected shall be adjourned only from
day to day until such directors shall have been elected. In the case of
any meeting called for the election of directors, those who attend the
second of such adjourned meetings, although less than a quorum as fixed in
this section, shall nevertheless constitute a quorum for the purpose of
electing directors.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the shares 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 or of the articles of incorporation, a different vote is required
in which case such express provision shall govern and control the decision
of such question. Directors shall be elected by plurality vote.
Section 10. Unless otherwise provided in the articles of incorporation
each shareholder shall at every meeting of the shareholders be entitled to
one vote in person or by proxy for each share of the capital stock having
voting power held by such shareholder, but no proxy shall be voted on after
three years from its date.
Section 11. As set forth in the articles of incorporation, any action
required to be taken at any annual or special meeting of shareholders of
the corporation, or any action which may be taken at any annual or special
meeting of such shareholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by the shareholders having that proportion
of the total voting power which would be required to authorize or
constitute such action at a meeting of the shareholders. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those shareholders who have not consented
in writing.
ARTICLE III
DIRECTORS
Section 1. Unless otherwise fixed by the board of directors, the
number of directors which shall constitute the whole board shall be four.
The directors shall be elected at the annual meeting of the shareholders,
and each director elected shall hold office until his successor is elected
and qualified. Directors need not be shareholders.
Section 2. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such
powers of the corporation and do all such lawful acts and things as are not
by statute or by the articles of incorporation or by these by-laws directed
or required to be exercised or done by the shareholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 3. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Louisiana.
Section 4. 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 5. Special meetings of the board may be called at the
direction of the chairman of the board on 48 hours' notice to each
director; special meetings may be called on like notice on the written
request of two directors unless the board consists of only one director; in
which case special meetings may be called on like notice on the written
request of the sole director.
Section 6. At all meetings of the board, a majority of the board of
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 or by the articles 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.
Section 7. Unless otherwise restricted by the articles of
incorporation or these by-laws, 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 8. Unless otherwise restricted by the articles of
incorporation or these by-laws, 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 9. 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 and
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 articles of
incorporation, adopting an agreement of merger or consolidation,
recommendation to the shareholders the sale, lease or exchange of all or
substantially all of the corporation's property and assets, recommending to
the shareholders a dissolution of the corporation or a revocation of a
dissolution, or amending the by-laws of the corporation; and, unless the
resolution or the articles of incorporation expressly so provide, 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 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 10. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
COMPENSATION OF DIRECTORS
Section 11. Unless otherwise restricted by the articles of
incorporation or these by-laws, 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.
REMOVAL OF DIRECTORS
Section 12. Unless otherwise restricted by the articles of
incorporation, by law or by agreement among shareholders, any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of shares entitled to vote at an election of
directors.
ARTICLE IV
NOTICES
Section 1. Unless provided otherwise by statute, the articles of
incorporation or these by-laws, whenever notice is required to be given to
any director or shareholder, it shall not be construed to mean personal
notice. Notice to any shareholder may be given in writing, by mail or
national commercial courier service, addressed to such shareholder, at his
address as it appears on the records of the corporation. Notice to a
director may be given in person, by telephone, by facsimile transmission,
or in writing delivered by a national commercial courier service for next-
day delivery to his address as it appears on the records of the
corporation.
Section 2. Notice given by mail or by a commercial courier service
shall be deemed to be given at the time when the same shall be deposited in
the United States mail or with such courier service. Notice given by
facsimile transmission shall be deemed to be given when so transmitted.
Section 3. Whenever any notice is required to be given under the
provisions of the statutes or of the articles of incorporation or of these
by-laws, 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 1. The officers of the corporation shall be chosen by the
board of directors and shall be a chairman of the board, a chief executive
officer and chief operating officer, a secretary and a treasurer. The
board of directors may also choose one or more vice presidents, assistant
secretaries and assistant treasurers. Any number of offices may be held by
the same person, unless the articles of incorporation or these by-laws
otherwise provide.
Section 2. 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 3. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 4. The officers of the Corporation shall hold office at the
pleasure of the board of directors. Except as otherwise provided in the
resolution of the board of directors electing any officer, each officer
shall hold office until his or her successor is elected and qualified or
until his or her earlier resignation or removal. The board of directors
may remove any officer with or without cause at any time by the affirmative
vote of a majority of the board of directors. Any vacancy occurring in any
office of the corporation shall be filled by the board of directors.
THE CHAIRMAN OF THE BOARD
Section 5. The chairman of the board shall preside at all meetings of
the shareholders and directors, ensure that all orders, policies and
resolutions of the board of directors are carried out and perform such
other duties as may be prescribed by the board of directors or these by-
laws.
THE CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
Section 6. The chief executive officer and chief operating officer
shall be the chief executive officer of the corporation and shall have,
subject to the powers of the chairman of the board and the supervision of
the board of directors, general and active management of the business of
the corporation.
Section 7. The chief executive officer and chief operating officer may
sign, execute and deliver in the name of the corporation powers of
attorney, contracts, bonds and other obligations and shall perform such
other duties as may be prescribed from time to time by the board of
directors or these by-laws.
VICE PRESIDENTS
Section 8. The vice presidents, if any, in the order specified by the
board of directors or, if not so specified, in the order of their
seniority, shall, in the absence or disability of the chief executive
officer and chief operating officer, perform the duties and exercise the
powers of the chief executive officer and chief operating officer, and
shall perform such other duties as the chief executive officer and chief
operating officer or the board of directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the shareholders 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. He shall give, or cause
to be given, notice of all meetings of the shareholders and special
meetings of the board of directors, and shall perform such other duties as
may be prescribed by the board of directors or the chief executive officer
and chief operating officer, under whose supervision he shall be. He shall
have custody of the corporate seal of the corporation and he, or an
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 10. 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 other powers as the board
of directors may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. 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 moneys 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 12. He 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 chief executive officer and chief
operating officer 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 13. The assistant treasurer, or if there shall 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 1. Every holder of stock in the corporation shall be entitled
to have a certificate signed by the chief operating officer or a vice
president and the secretary or an assistant secretary evidencing the number
and class (and series, if any) of shares owned by him, containing such
information as required by law and bearing the seal of the corporation.
Section 2. Any of 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 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, 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.
TRANSFER OF STOCK
Section 4. Subject to the restrictions on transfer included in any
agreement among shareholders, 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.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of
shareholders 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 nor
less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of shareholders of record
entitled to notice of or to vote at a meeting of shareholders 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 SHAREHOLDERS
Section 6. 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, and to vote as such owner, and to hold liable for
calls and assessments a person registered on its books as the owner of
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 Louisiana.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the articles of incorporation, if any, may be
declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property, or in shares
of the capital stock, subject to the provisions of the articles of
incorporation.
Section 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 think conducive to the
interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes 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.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
SEAL
Section 5. The board of directors may adopt a corporate seal. The
corporate seal shall have inscribed thereon the name of the corporation,
the year of its organization and the words "Corporate Seal, Louisiana."
The seal may be used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 6. The Corporation shall indemnify its directors, and may
indemnify its officers, employees and agents and may procure insurance on
behalf of its officers, directors, employees and agents, to the fullest
extent permitted by the Louisiana Business Corporation Law. Any amendment
or repeal of this by-law shall not adversely affect any indemnification
rights of an officer or director of the corporation under this by-law with
respect to any action or inaction occurring prior to the time of such
amendment or repeal.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be amended or repealed by the board of
directors at any regular or special meeting or by the shareholders at any
annual or special meeting, provided notice of the proposed amendment or
repeal be contained in the notice of such annual or special meeting of
shareholders.