ARTICLES OF AMENDMENT
OF SOUTHWESTERN ENERGY COMPANY
Southwestern Energy Company, a corporation organized and existing under
the laws of the State of Arkansas, acting herein by and through its duly
authorized officers, hereby certifies as follows:
1. The name of the corporation is Southwestern Energy Company.
2. On February 26, 1993, the board of directors adopted a resolution
setting forth and declaring advisable a proposal to amend the Company's
Articles of Incorporation to increase the Company's number of authorized
shares of capital stock to 75,000,000 shares and to decrease the par value of
the Company's common stock to $.10 per share.
3. On May 26, 1993, at the annual shareholders meeting held upon 60
days notice with 8,561,370 shares of common stock outstanding and entitled to
vote, 4,901,622 shares were voted in favor of and 1,611,668 shares were voted
against the proposal to amend the Company's Articles of Incorporation to
increase the Company's number of shares of capital stock to 75,000,000 shares
and to decrease the par value of the Company's common stock to $.10 per
share.
4. The Sixth Article was amended to read as follows:
SIXTH: Section A: The total amount of the authorized capital
stock of this corporation is seventy-five million (75,000,000)
shares with a par value of ten cents ($.10) per share, all of which
shall be designated as common stock. Each share of said stock
shall have one vote.
5. The amended Sixth Article as described in paragraph four (4) above
is, accordingly, hereby declared duly adopted pursuant to applicable law.
Dated May 26, 1993.
SOUTHWESTERN ENERGY COMPANY
BY: /s/ GREGORY D. KERLEY
--------------------------
Gregory D. Kerley
Vice President - Treasurer
and Secretary
ATTEST
/s/ JEFFREY L. DANGEAU
- ------------------------
Assistant Secretary
ARTICLES OF AMENDMENT AND
RESTATED ARTICLES OF INCORPORATION
OF SOUTHWESTERN ENERGY COMPANY
Southwestern Energy Company, a corporation organized and existing under
the laws of the State of Arkansas, acting herein by and through its duly
authorized officers, hereby certifies as follows:
1. The name of the corporation is Southwestern Energy Company;
2. On February 24, 1988, the Board of Directors adopted a resolution
setting forth and declaring advisable a proposal to restate the Company's
Articles of Incorporation, adopting the Arkansas Business Corporation Act of
1987 as the corporate law which shall govern the affairs of the Company and
to amend the Company's Articles of Incorporation to limit the liability of
directors pursuant to the Arkansas Business Corporation Act of 1987;
3. On May 25, 1988, at the Annual Shareholders Meeting, held upon 60
days' notice with 8,313,496 shares outstanding and entitled to vote,
6,035,945 shares were voted in favor of and 410,879 shares were voted against
the proposal to restate and amend the Company's Articles of Incorporation
adopting the Arkansas Business Corporation Act; 6,461,830 shares were voted
in favor of and 361,576 shares were voted against the proposal to amend the
Company's Articles of Incorporation to limit the liability of directors;
4. Article Ninth was amended to read as set forth in the Restated
Articles attached hereto and new articles Eleventh and Twelfth were added as
set forth in the Restated Articles attached hereto;
5. The Restated Articles of Incorporation attached hereto are,
accordingly, hereby declared duly adopted pursuant to applicable law.
Dated May 25, 1988
SOUTHWESTERN ENERGY COMPANY
By /s/ STANLEY D. GREEN
---------------------
Stanley D. Green
ATTEST Vice President
/s/ THOMAS J. SWEARINGEN
- ------------------------
Assistant Secretary
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
SOUTHWESTERN ENERGY COMPANY
FIRST: The name of this corporation is SOUTHWESTERN ENERGY COMPANY.
SECOND: The nature of the business of the corporation and the objects or
purposes proposed to be transacted, promoted or carried on by it, are as
follows, to-wit:
Section A: To acquire, purchase, own, hold, operate, develop,
lease, mortgage, pledge, exchange, sell, transfer or otherwise invest,
trade or deal in, in any manner securities, stocks, mortgages, bonds, and
real and personal property of every kind and description or in any
interest therein.
Section B: To engage in any capacity in any entertainment, radio,
television, mercantile, construction, manufacturing, public utilities,
exploratory development or trading business of any kind or character
whatsoever, and to do all things incidental to any such business, and to
do and perform all other things that are necessary or beneficial to the
corporation or to the general public which the Board of Directors may
from time to time determine should be done.
Section C: To issue bonds, debentures, or other obligations of the
corporation, and to secure the same by mortgage, pledge, deed of trust,
or otherwise.
Section D: To have and to exercise all the powers now or hereafter
conferred by the laws of the State of Arkansas upon corporations
organized under the laws under which this corporation is organized and
any and all Acts Amendatory thereof and supplemental thereto.
Section E: To conduct business in the State of Arkansas, other
states, the District of Columbia, the territories and colonies of the
United States and in foreign countries, and to have one or more offices
out of the State of Arkansas, as well as within said state. In any state
or country or political division thereof in which the corporation may
have qualified to do business, it shall have all the objects and powers
herein set forth, but to such extent as may be permitted by the laws of
such state or country or political division thereof to any business or
commercial corporation.
Section F: To do all and everything necessary and proper for the
accomplishment of the objects enumerated in these Articles of
Incorporation, or any amendment thereof, or necessary or
incidental to the protection and benefit of this corporation; and in
general to carry on any lawful business necessary or
incidental to the attainment of the objects of this corporation whether
or not such business is similar in nature to the objects set forth in
these Articles of Incorporation or any amendment thereof.
The foregoing clauses shall be construed both as objects and powers; and
it is hereby expressly provided that the foregoing enumeration of specific
objects or powers shall not be held to limit or restrict in any manner either
the objects or powers of the corporation, and that the corporation shall
possess such incidental powers as are reasonably necessary or convenient for
the accomplishment of any of the objects or powers hereinbefore enumerated,
either alone or in association with any government, state, municipality,
corporation, association, partnership, as a partner or otherwise, person,
organization or entity whatsoever, at least to the same extent and as fully
as individuals might or could do as principals, agents, contractors, or
otherwise.
THIRD: The period of existence of this corporation shall be perpetual.
FOURTH: The principal office or place of business of this corporation
shall be located in the county of Washington in the city of Fayetteville,
state of Arkansas, and the address of the principal office shall be 1083 Sain
Street, Fayetteville, AR 72703.
FIFTH: The name of the resident agent of this corporation is Charles E.
Scharlau, whose address is 1083 Sain Street, Fayetteville, Washington County,
AR 72703, which shall also be the registered office.
SIXTH: Section A: The total amount of the authorized capital stock of
this corporation is twenty-five million (25,000,000) shares with a par value
of Two and 50/100 ($2.50) per share. Each share of said stock shall have one
vote:
Section B: No stockholder shall be entitled as a matter of right to
subscribe for, or purchase, or receive, or to have offered to him for
subscription or purchase, any additional share or shares of stock either
of that now authorized in the Articles of Incorporation or hereafter
authorized, or any shares whatsoever, however acquired, issued or sold by
the corporation, or any bonds, certificates of indebtedness, debentures
or other securities convertible into the stock of the corporation, it
being the purpose and intent that the Board of Directors shall have full
right, power and authority to offer for subscription or sale or to make
any disposal of any or all unissued shares of capital stock of the
corporation, or any or all shares issued and thereafter acquired by the
corporation, upon such consideration in money or property or other things
of value as the Board of Directors shall determine.
SEVENTH: The amount of capital with which this corporation will begin
business is Three Hundred Dollars ($300.00).
EIGHTH: The names and post office addresses of each of the incorporators
and the number of shares of the capital stock subscribed by each of them are
as follows:
Name Address Shares
---- ------- ------
C. O. Moore Stanford, Texas 988
T. E. Patton Rogers, Arkansas 1
E. M. Moore Rogers, Arkansas 1
NINTH: The number of directors of the corporation shall be fixed by the
bylaws and may be increased or decreased from time to time in the manner
specified therein, provided, however, that the number of directors shall not
be less than three. Election of directors need not be by ballot. All
shareholders are entitled to cumulate their votes for the election of
directors. No director of the corporation need be a stockholder. Any
director may be removed at any time, either for or without cause, so long as
the stockholders are entitled to vote in respect to the corporate affairs and
management of the corporation, by the affirmative vote of stockholders
holding of record a majority of the outstanding shares of the stock of the
corporation which were entitled to vote at the election of such director,
given at a special meeting of such stockholders called for the purpose;
provided, however, that no director may be removed if the number of votes
sufficient to elect him under cumulative voting is voted against his removal.
TENTH: In furtherance, not in limitation, of the powers conferred upon
the Board of Directors by statute, the Board of Directors is expressly
authorized, without any vote or other action by stockholders other than such
as at the time shall be expressly required by statute or by the provisions of
these Articles of Incorporation (and amendments thereof, if any) or by the
bylaws, to exercise all of the powers, rights and privileges of the
corporation (whether expressed or implied in these Articles of Incorporation
or conferred by statute) and do all acts and things which may be done by the
corporation, including, but without limiting the generality of the foregoing,
the right:
Section A: By resolution or resolutions passed by the majority vote
of all the members of the Board of Directors as from time to time
constituted to make, adopt, alter, amend and repeal the bylaws of the
corporation, provided, however, that the holders of the majority of the
issued and outstanding stock may alter, amend, or repeal the bylaws made
by the Board of Directors and may from time to time limit or define the
right of the Board of Directors to alter, amend, or repeal any bylaw or
bylaws made or adopted; and
Section B: By resolution or resolutions passed by the affirmative
vote of a majority of the number of directors as from time to time fixed
by the bylaws of the corporation, to designate one or more committees,
each committee to consist of two or more of the directors of said
corporation, and each such committee to
the extent provided in said resolution or resolutions or in the bylaws of
the corporation, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the
corporation, such committee or committees to have such name or names as
may be stated in the bylaws of the corporation, or as may be determined
from time to time by resolution adopted by the Board of Directors; and
Section C: By resolution or resolutions passed by the affirmative
vote of a majority of the number of directors as from time to time fixed
by the bylaws of the corporation, to sell, assign, transfer, convey, or
dispose of, or to mortgage or otherwise encumber any real estate or lease
of real estate to which or in which the corporation shall at any time
have any right or interest, and pursuant to such resolution or
resolutions, to acquire any right or interest to or in any real estate or
lease of real estate; and
Section D: By resolution or resolutions passed by the affirmative
vote of a majority of the number of directors as from time to time fixed
by the bylaws of the corporation, to authorize or approve the purchase by
or on behalf of the corporation, of its capital stock, bonds, debentures,
warrants, rights, scrip, other obligations or securities of any nature
howsoever evidenced, either pro-rata from all holders thereof or from
time to time in the open market or at private sale; and
Section E: By resolution or resolutions passed by the affirmative
vote of a majority of the number of directors as from time to time fixed
by the bylaws of the corporation, to sell, lease, or exchange any or all
of the property and assets of this corporation, including its good will
and its corporate franchises, upon such terms and conditions as the Board
of Directors may deem expedient and for the best interest of the
corporation, when and as authorized by the affirmative vote of the
holders of record of at least a majority of the issued and outstanding
stock, or when authorized by the written consent of the holders of record
of at least a majority of stock issued and outstanding.
ELEVENTH: To the fullest extent permitted by the Arkansas Business
Corporation Act of 1987 as it now exists or may hereafter be amended, a
director of this corporation shall not be liable to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director.
TWELFTH: The corporation elects to be governed by the provisions of the
Arkansas Business Corporation Act of 1987 as it now exists or may hereafter
be amended from time to time.
SOUTHWESTERN ENERGY COMPANY
---------------------------
BY-LAWS
* * * * * *
ARTICLE I
---------
STOCKHOLDERS
SECTION 1. The place for holding all meetings of stockholders shall be
the office of the Corporation in the City of Fayetteville, State of Arkansas,
or at such other place or places as shall be decided upon from time to time
by the Board of Directors of the Corporation. The presiding officer, who
shall conduct all stockholder meetings, shall be the Chairman of the Board or
in the absence of a Chairman of the Board shall be the President, or in the
absence of the President a member of the Board of Directors selected by the
other members of the Board of Directors. At any meeting requiring a vote of
the stockholders for the election of directors or for any other purpose
requiring a ballot and vote by the stockholders there shall be two judges of
election, appointed by the Chairman of the meeting, who shall take an oath of
office to faithfully perform their duties. The judges of election shall
canvass the meeting, determine the number of stockholders present in person
and by proxy and determine if a quorum is present. It shall be the duty of
the judges of election to examine, validate and tabulate the proxies voted
and the votes cast in person. Upon completion of the tabulation, their
report shall be read to the meeting and the results of such elections then
formally declared by the Chairman of the meeting.
SECTION 2. VOTING: Stockholders having the right to vote shall be
entitled to vote at meetings either in person or by proxy appointed by
instrument in writing subscribed by the stockholder or by his duly authorized
attorney. Such stockholder shall be entitled to one vote for each share of
stock having voting power registered in his name on the books of the Company.
A complete list of the stockholders entitled to vote at any election of
directors, arranged in alphabetical order with the address of each and the
number of voting shares held by each, shall be prepared by the Secretary and
filed in the office where the election is to be held, at least ten days
before every election, and shall at all times during the usual hours for
business, and during the whole time of said election, be open to examination
of any stockholder.
SECTION 3. QUORUM: Except as provided in the next section hereof, any
number of stockholders together holding at least a majority of the stock
issued and outstanding and entitled to vote thereat, who shall be present in
person or represented by proxy at any meeting duly called, shall constitute a
quorum for the transaction of business.
SECTION 4. ADJOURNMENT OF MEETING: If less than a quorum shall be in
attendance at any time for which the meeting shall have been called, the
meeting may, after the lapse of at least half an hour, be adjourned from
time to time by a majority vote of the stockholders present or represented
and entitled to vote thereat. If notice of such adjourned meeting is sent to
the stockholders entitled to receive the same, such notice also containing a
statement of the purpose of the meeting and that the previous meeting failed
for lack of a quorum, and that under the provisions of this Section it is
proposed to hold the adjourned meeting with a quorum of those present, then
any number of stockholders, in person or by proxy, shall constitute a quorum
at such meeting unless otherwise provided by statute.
SECTION 5. ANNUAL ELECTION OF DIRECTORS: The annual meeting of
stockholders for the election of directors and the transaction of other
business shall be held on such date and at such time as may be determined by
the Board of Directors from time to time. At each annual meeting, the
stockholders entitled to vote thereat shall by plurality vote by ballot elect
a Board of Directors, and they may also transact such other corporate
business as shall be stated in the notice of meeting.
Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of
persons for election to the Board of Directors of the Company may be made at
a meeting of stockholders by or at the direction of the Board of Directors,
by any nominating committee or person appointed by the Board of Directors, or
by any stockholder of the Company entitled to vote for the election of
directors at the meeting who has complied with the notice procedures set
forth in this Section 5 of Article I. Such nominations, other than those
made by or at the direction of the Board of Directors, shall be made pursuant
to timely notice in writing to the secretary of the Company. To be timely, a
stockholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than 50 nor more than 75
days prior to the meeting date; provided, however, that in the event that
less than 65 days' notice of the meeting date is given to stockholders,
notice by the stockholder must be so received no later than the close of
business on the 15th day following the day on which notice of the meeting
date was mailed. Such stockholder's notice shall set forth (a) as to each
nominee whom the stockholder proposes to nominate for election or reelection
as a director, (i) the name, age, business address and residence address of
the nominee, (ii) the principal occupation or employment of the nominee,
(iii) the class and number of shares of capital stock of the Company which
are beneficially owned by the nominee and (iv) any other information relating
to the nominee that is required to be disclosed in solicitations for proxies
for election of directors pursuant to Schedule 14A under the Securities
Exchange Act of 1934, as amended; and (b) as to the stockholder giving the
notice, (i) the name and record address of the stockholder and (ii) the class
and number of shares of capital stock of the Company that are beneficially
owned by the stockholder. The Company may require any proposed nominee to
furnish such other information as may reasonably be required by the Company
to determine the eligibility of such proposed nominee to serve as a director
of the Company. The presiding officer of the meeting shall, if the facts
warrant, determine that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he may so declare to the
meeting and the defective nomination shall be disregarded.
2
At any meeting of stockholders, only such business shall be conducted as
shall have been properly brought before the meeting. For business to be
properly brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof to the secretary of the Company. To be timely,
such notice must be delivered to or mailed and received at the principal
executive offices of the Company not less than 50 nor more than 75 days prior
to the meeting date; provided, however, that in the event that less than 65
days' notice of the meeting date is given to stockholders, notice by the
stockholder must be so received no later than the close of business on the
15th day following the day on which notice of the meeting date was mailed.
Such stockholder's notice shall set forth as to each matter the stockholder
proposes to bring before the meeting: (i) a brief description of the business
desired to be brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and address of the stockholder
proposing such business, (iii) the class and number of shares of capital
stock of the Company that are beneficially owned by such stockholder and (iv)
any material interest of such stockholder in such business. The presiding
officer of the meeting shall, if the facts warrant, determine that business
was not properly brought before the meeting in accordance with the foregoing
procedure and, if he should so determine, he may so declare to the meeting
and any such business not properly brought shall not be transacted.
Notwithstanding the provisions of this paragraph, so long as the Company is
subject to Rule 14a-8 under the Securities Exchange Act of 1934, as amended,
business consisting of a proposal properly included in the Company's proxy
statement with respect to a meeting pursuant to such Rule may be transacted
at a meeting.
SECTION 6. SPECIAL MEETING - HOW CALLED: Special meetings of the
stockholders for any purpose or purposes may be called by the President or
Secretary, and shall be called upon a resolution in writing therefor, stating
the purpose or purposes thereof, delivered to the President or Secretary,
signed by two directors or by a majority in interest of the stockholders
entitled to vote, or by resolution of the directors.
The record date for determining stockholders entitled to request a
special meeting shall be fixed by the Board of Directors of the Company. Any
stockholder seeking to request a special meeting shall, by written notice,
request the Board of Directors to fix a record date. The Board of Directors
shall, upon receipt of such a request, fix the record date in accordance with
Section 4-27-707 of the Arkansas Business Corporation Act of 1987 (the
"ABCA"). If the record date falls on a Saturday, Sunday or legal holiday,
the record date shall be the day next following which is not a Saturday,
Sunday or legal holiday.
SECTION 7. MANNER OF VOTING AT STOCKHOLDERS MEETINGS: At all meetings
of stockholders all questions, except as otherwise expressly provided by
statute or by these By-Laws, shall be determined by a majority vote of the
stockholders present in person or represented by proxy and entitled to vote;
provided, however, that any qualified voter may demand a vote by ballot, and
in that case, such vote shall immediately be taken.
3
SECTION 8. NOTICE OF STOCKHOLDERS MEETING: Written or printed notice,
stating the place and time of the meeting, shall be given by the Secretary to
each stockholder entitled to vote thereat at his last known post office
address, at least ten (10) days before the meeting in the case of an annual
meeting and five (5) days before the meeting in the case of a special
meeting.
SECTION 9. SPECIFIC POWERS OF STOCKHOLDERS: The directors in their
discretion may submit any contract or act for approval or ratification at any
annual meeting of the stockholders or at any meeting of the stockholders
called for the purpose of considering any such act or contract, and any
contract or act that shall be approved or be ratified by the vote of the
holders of a majority of the capital stock of the Corporation which is
represented in person or by proxy at such meeting (provided that a lawful
quorum of stockholders be there represented in person or by proxy) shall be
as valid and as binding upon the Corporation and upon all the stockholders,
as though it had been approved or ratified by every stockholder of the
Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
SECTION 10. ACTION WITHOUT MEETING:
(a) NOTICE OF ACTION BY WRITTEN CONSENT. Prompt notice of the taking of
any action without a meeting pursuant to Section 4-27-704 of the Arkansas
Business Corporation Act of 1987 (the "ABCA"), by less than unanimous written
consent, shall be given to those stockholders who have not consented in
writing.
(b) RECORD DATE. The record date for determining stockholders entitled
to express consent to an action in writing without a meeting shall be fixed
by the Board of Directors of the Company. Any stockholder seeking to have
the stockholders authorize or take action by written consent without a
meeting shall, by written notice, request the Board of Directors to fix a
record date. The Board shall, upon receipt of such a request, fix the record
date in accordance with Section 4-27-707 of the ABCA. If the record date
falls on a Saturday, Sunday or legal holiday, the record date shall be the
day next following which is not a Saturday, Sunday or legal holiday.
(c) DATE OF CONSENT. The date for determining if an action has been
consented to by the holder or holders of shares having requisite voting power
to authorize or take the action specified therein (the "Consent Date") shall
be the close of business on the 31st day after the later of (x) the record
date fixed pursuant to paragraph (b) of this Section 10 and (y) the date on
which materials soliciting consents are mailed to stockholders if such
materials are required to be mailed under applicable law. If the Consent
Date falls on a Saturday, Sunday or legal holiday, the Consent Date shall be
the day next following which is not a Saturday, Sunday or legal holiday. On
or prior to the Consent Date, consents may be revoked by written notice (i)
to the Company, (ii) to the stockholder or stockholders soliciting consents
or soliciting revocations in opposition to
4
action by consent proposed by the Company (the "Soliciting Stockholders"), or
(iii) to a proxy solicitor or other agent designated by the Company or the
Soliciting Stockholder.
(d) PROCEDURES. In the event of the delivery to the Company of a
written consent or consents purporting to authorize or take action and/or
related revocations (each such written consent and related revocation being
referred to in this Section 10 as a "Consent"), the Secretary of the Company
shall provide for the safekeeping of such Consent and, as soon as practicable
after the Consent Date, shall conduct such reasonable investigation as he
deems necessary or appropriate for the purpose of ascertaining the validity
of such Consent and all matters incident thereto, including, without
limitation, whether the holders of shares having the requisite voting power
to authorize or take the action specified in the Consent have given consent;
PROVIDED, HOWEVER, that if the action to which the Consent relates is the
removal or replacement of one or more members of the Board, the Secretary of
the Company shall designate two persons, who may not be members of the Board
or otherwise affiliated with the Company, or a firm of nationally recognized
independent inspectors of election, to serve as Inspectors with respect to
such Consent and such Inspectors shall discharge the functions of the
Secretary of the Company under this paragraph (d). If after such
investigation the Secretary or the Inspectors (as the case may be) shall
determine that the Consent is valid, that fact shall be certified on the
records of the Company kept for the purpose of recording the proceedings of
meetings of stockholders, and the Consent shall be filed in such records, at
which time the Consent shall become effective as stockholder action as of the
fifth business day following such certification.
ARTICLE II
----------
DIRECTORS
SECTION 1. FIRST MEETING: The newly elected directors may hold their
first meeting for the purpose of organization and the transaction of
business, if a quorum be present, immediately after the annual meeting of the
stockholders; or the time and place of such meeting may be fixed by consent
in writing of all the directors.
SECTION 2. ELECTION OF OFFICERS: At such meeting the directors may
elect a Chairman of the Board and shall elect a President from their number,
one or more Vice Presidents, a Secretary and a Treasurer, who need not be
directors. Such officers shall hold office until the next annual election of
officers and until their successors are elected and qualify. In case such
officer shall not be elected at such first meeting, they may be chosen at any
subsequent meeting of directors called for the purpose.
SECTION 3. REGULAR MEETINGS: Regular meetings of the directors may be
held without notice at such place, either within or without the State of
Arkansas, and at such time as shall be determined from time to time by
resolution of the directors.
5
SECTION 4. SPECIAL MEETINGS - HOW CALLED - NOTICE: Special meetings of
the Board may be called by the President or by the Secretary on the written
request of any two directors upon notice given to each director by letter
delivered at least two days before the meeting or by telegram delivered at
least one day before the meeting or by such shorter telephone or other notice
as the person or persons calling the meeting may deem appropriate in the
circumstances.
SECTION 5. NUMBER, QUORUM AND QUALIFICATIONS: The number of Directors
shall be five (5). A majority of the directors shall constitute a quorum for
the transaction of business. Directors need not be stockholders. Directors
shall retire after reaching the age of seventy-two (72) years. This
mandatory retirement provision may be waived for directors serving as of May
26, 1981, by motion of the Board of Directors.
SECTION 6. PLACE OF MEETING: The directors may hold their meetings and
have one or more offices, and keep the books of the Company outside the State
of Arkansas, at any office or offices of the Company, or at any other place
as they may from time to time by resolution determine; provided, however,
that a duplicate stock ledger shall always be kept at the principal office in
Arkansas.
SECTION 7. GENERAL POWERS OF DIRECTORS: The Board of Directors shall
have the management of the business of the Company, and subject to the
restrictions imposed by law, by the Certificate of Incorporation, or by these
By-Laws, may exercise all the powers of the Corporation.
SECTION 8. SPECIFIC POWERS OF DIRECTORS: Without prejudice to such
general powers it is hereby expressly declared that the directors shall have
the following powers, to wit:
(1) To adopt and alter a common seal of the Corporation.
(2) To make and change regulations, not inconsistent with these By-Laws,
for the management of the Company's business and affairs.
(3) To purchase or otherwise acquire for the Company any property,
rights or privileges which the Company is authorized to acquire.
(4) To pay for any property purchased for the Company either wholly or
partly in money, stock, bonds, debentures or other securities of the
Company.
(5) To borrow money and to make and issue notes, bonds and other
negotiable and transferable instruments, mortgages, deeds of trust
and trust agreements, and to do every act and thing necessary to
effectuate the same.
(6) To remove any officer for cause, or any officer other than the
President summarily without cause, and in their discretion, from
time to time, to devolve the powers and duties of any officer upon
any other person for the time being.
6
(7) To appoint and remove or suspend such subordinate officers, agents
or factors, as they may deem necessary, and to determine their
duties, and fix and, from time to time, change their salaries or
remuneration, and to require security as and when they think fit.
(8) To confer upon any officer of the Company the power to appoint,
remove and suspend subordinate officers, agents and factors.
(9) To determine who shall be authorized on the Company's behalf to make
and sign bills, notes, acceptances, endorsements, checks, releases,
receipts, contracts and other instruments.
(10) To determine who shall be entitled to vote in the name and behalf of
the Company, or to assign and transfer, any shares of stock, bonds,
or other securities of other corporations held by the Company.
(11) To delegate any of the powers of the Board in relation to the
ordinary business of the Company to any standing or special
committee, or to any officer, or agent (with power of subdelegate),
upon such terms as they think fit.
(12) To call special meetings of the stockholders for any purpose or
purposes.
(13) To submit any contract or act for authorization or ratification by
the stockholders in the manner and with the effect provided in
Section 9 of Article I.
SECTION 9. COMPENSATION OF DIRECTORS: By resolution of the Board, the
directors may be paid their expenses of attendance and may be paid a fixed
fee for attendance at each meeting of the Board of Directors or a stated fee
as director. No such payment or anything herein contained shall preclude any
director from serving the Company in any other capacity as an officer,
attorney, agent or otherwise and receiving compensation therefor.
ARTICLE III
-----------
EXECUTIVE COMMITTEE
SECTION 1. HOW APPOINTED: The directors may appoint from their number
an executive committee which may make its own rules of procedure and shall
meet where and as provided by such rules, or by a resolution of the
directors. A majority shall constitute a quorum, and in every case the
affirmative vote of a majority of all the members of the committee shall be
necessary to the adoption of any resolution.
SECTION 2. POWERS: During the intervals between the meetings of the
directors the executive committee shall have and may exercise all the powers
of the directors in the management of the business and affairs of the
Company, including power to authorize the seal of the Company to be affixed
to all papers which may require it, in such manner as such
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committee shall deem best for the interests of the Company, in all cases in
which specific directions shall not have been given by the directors.
ARTICLE IV
----------
OFFICERS
SECTION 1. The officers of the Company may be a Chairman of the Board,
which office may be filled by resolution of the Board of Directors, and shall
be a President, one or more Vice Presidents, one of whom to be designated as
Executive Vice President and shall have senior authority, a Secretary, a
Treasurer, and such assistants and other officers as may from time to time be
elected or appointed by the Board of Directors. Any two offices (but not
more than two) may be held by the same person.
SECTION 2. CHAIRMAN OF THE BOARD OF DIRECTORS: The Chairman of the
Board of Directors shall preside at all meetings of the stockholders and of
the Board of Directors; and by virtue of his office shall be a member of the
executive committee. He shall have supervision of such matters as may be
designated to him by the Board of Directors or the executive committee.
SECTION 2-A. VICE CHAIRMAN OF THE BOARD OF DIRECTORS: The Vice Chairman
of the Board of Directors shall be vested with all the powers and shall
perform all the duties of the Chairman in the absence or disability of the
latter unless or until the Board of Directors shall otherwise determine. He
shall have such other powers and perform such other duties as shall be
prescribed by the Board of Directors.
SECTION 3. PRESIDENT: The President shall, in the absence of a Chairman
of the Board, preside at all meetings of the directors, and act as Chairman
at, and call to order all meetings of the stockholders; and he shall have
power to call special meetings of the stockholders and directors for any
purpose or purposes, appoint and discharge, subject to the approval of the
directors, employees and agents of the Corporation and fix their
compensation, make and sign contracts and agreements in the name and behalf
of the Corporation, except that he be not authorized to dispose or encumber
material assets of the Corporation without the authority of the Board of
Directors, and while the directors and/or committees are not in session he
shall have general management and control of the business and affairs of the
Corporation; he shall see that the books, reports, statements and
certificates required by the statute under which this Corporation is
organized or any other laws applicable thereto are properly kept, made and
filed according to law; and he shall generally do and perform all acts
incident to the office of President, or which are authorized or required by
law.
SECTION 4. VICE PRESIDENTS: The Vice Presidents in the order of their
seniority shall be vested with all the powers and shall perform all the
duties of the President in the absence or disability of the latter, unless or
until the directors shall otherwise determine. They shall have such other
powers and perform such other duties as shall be prescribed by the directors.
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SECTION 5. SECRETARY: The Secretary shall give, or cause to be given,
notice of all meetings of the stockholders and directors, and all other
notices required by law or by these By-Laws, and in case of his absence or
refusal or neglect so to do, any such notice may be given by any person
thereunto directed by the President, or by the directors or stockholders upon
whose requisition the meeting is called as provided in these By-Laws. He
shall record all proceedings of the meetings of the Corporation and of the
directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the directors or the President. He shall
have custody of the seal of the Company and shall affix the same to all
instruments requiring it, when authorized by the directors or the President,
and attest the same. He shall be sworn to the faithful discharge of his
duties.
SECTION 6. ASSISTANT SECRETARY: The Assistant Secretary shall be vested
with the powers and shall perform all the duties of Secretary in the absence
or disability of the latter, unless or until the directors shall otherwise
determine. He shall have such other powers and perform such other duties as
shall be prescribed by the directors.
SECTION 7. TREASURER: The Treasurer shall have the custody of all
funds, securities, evidences of indebtedness and other valuable documents of
the Company; he shall receive and give or cause to be given receipts and
acquittances for moneys paid in on account of the Company and shall pay out
of the funds on hand all just debts of the Company of whatever nature upon
maturity of the same; he shall enter or cause to be entered in books of the
Company to be kept for that purpose full and accurate accounts of all monies
received and paid out on account of the Company, and, whenever required by
the President or the Board of Directors, he shall render a statement of his
cash accounts. He shall, unless otherwise determined by the Board of
Directors, have charge of the original stock books, transfer books and stock
ledgers and act as transfer agent in respect of the stock and securities of
the Company; he shall prepare and submit from time to time to the Board of
Directors financial, cash and operating budgets or estimates; he shall
prepare and submit such other financial data and information as he shall be
directed to by the Board of Directors; and he shall perform all of the other
duties incident to the office of Treasurer. He shall give the Company a bond
for the faithful discharge of his duties in such amount and with such surety
as the Board of Directors shall prescribe.
SECTION 8. ASSISTANT TREASURER: The Assistant Treasurer shall be vested
with all the powers and shall perform all the duties of Treasurer in the
absence or disability of the latter, unless or until the directors shall
otherwise determine. He shall have such other powers and perform such other
duties as shall be prescribed by the directors.
SECTION 9. CONTROLLER: The Corporate Controller shall be responsible
for directing the Corporation's accounting functions. Specific areas include
the development and maintenance of planning and budgeting systems, analysis
and interpretation of trends requiring management's attention, the
preparation of financial and management reports and procedures, and senior
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management. Ancillary responsibilities include the supervision of external
auditors, and participation in the planning and execution of the utility rate
cases.
ARTICLE V
---------
RESIGNATIONS: FILLING OF VACANCIES:
INCREASE OF NUMBER OF DIRECTORS
SECTION 1. RESIGNATIONS: Any director, member of a committee or other
officer my resign at any time. Such resignation shall be made in writing and
shall take effect at the time specified therein, and if no time be specified,
at the time of its receipt by the President or Secretary. The acceptance of
a resignation shall not be necessary to make it effective.
SECTION 2. FILLING OF VACANCIES: If the office of any director, member
of a committee or other office becomes vacant, the directors in office may
appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
SECTION 3. INCREASE OF NUMBER OF DIRECTORS: The number of directors may
be increased at any time by the affirmative vote of a majority of the
directors, (or, by the affirmative vote of a majority in interest of the
stockholders), at a special meeting called for that purpose, and by like vote
the additional directors may be chosen at such meeting to hold office until
the next annual election and until their successors are elected and qualify.
ARTICLE VI
----------
CAPITAL STOCK
SECTION 1. ISSUE OF CERTIFICATES OF STOCK: The President shall cause to
be issued to each stockholder one or more certificates, under the seal of the
Company, signed by the President or Vice President and the Treasurer or
Assistant Treasurer, or Secretary or Assistant Secretary, certifying the
number of shares owned by him in the Company; provided, when any such
certificate is signed by a transfer agent or registrar, the signature of any
officer of the Company or its corporate seal, or both such signatures and
seal, may be facsimiles engraved or printed.
SECTION 2. LOST CERTIFICATES: A new certificate of stock may be issued
in the place of any certificate theretofore issued by the Corporation,
alleged to have been lost or destroyed, and the directors may, in their
discretion, require the owner of the lost or destroyed certificate, or his
legal representatives, to give the Corporation a bond, in such sum as they
may direct, not exceeding double the value of the stock, to indemnify the
Company against any claim that may be made against it on account of the
alleged loss of any such certificate or the issuance of any such new
certificate.
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SECTION 3. TRANSFER OF SHARES: The shares of stock of the Company shall
be transferable only upon its books by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such
transfer the old certificates shall be surrendered to the Company by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the directors may designate, by whom they
shall be cancelled, and new certificates shall thereupon be issued. A record
shall be made of each transfer and whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the
entry of the transfer.
SECTION 4. CLOSING OF TRANSFER BOOKS: The Board of Directors shall have
power to close the stock transfer books of the Corporation for a period not
exceeding twenty (20) 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 capital stock
shall go into effect; 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-five (65) 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
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, 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 capital stock, and in such case such stockholders only as
shall be stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting, or to receive payment of such
dividend, or to receive such allotment rights, or to exercise such rights,
as the case may be, not withstanding any transfer of any stock on the books
of the Corporation after such record date fixed as aforesaid.
SECTION 5. DIVIDENDS: The directors may declare dividends from the
surplus or net profits arising from the business of the Corporation as and
when they deem expedient. Before declaring any dividend there may be
reserved out of the accumulated profits such sum or sums as the directors
from time to time in their discretion think proper for working capital or as
a reserve fund to meeting contingencies or for equalizing dividends or for
such other purposes as the directors shall think conducive to the interests
of the Company. The directors may close the transfer books for not exceeding
twenty (20) days next preceding the day appointed for the payment of any
dividend.
ARTICLE VII
-----------
MISCELLANEOUS PROVISIONS
SECTION 1. CORPORATE SEAL: The corporate seal shall be circular in form
and shall contain the name of the Corporation, and the word "Seal." Said
seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise.
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SECTION 2. FISCAL YEAR: The fiscal year of the Company shall be the
calendar year.
SECTION 3. PRINCIPAL OFFICE: The principal office of this Corporation
shall be established and maintained at 1083 Sain Street in the City of
Fayetteville, Washington County, State of Arkansas, and there shall be kept
at such office a book containing the names alphabetically arranged of
stockholders of the Corporation and their addresses and the number of shares
held by them respectively.
SECTION 4. CHECKS, DRAFTS, NOTES: All checks, drafts or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the Corporation shall be signed by the President or such other
officer or officers, agent or agents of the Corporation, and in such manner
as shall from time to time be determined by resolution of the Board of
Directors.
SECTION 5. NOTICE AND WAIVER OF NOTICE: Whenever any notice is required
by these By-Laws to be given, personal notice is not meant unless expressly
so stated, and any notice so required shall be deemed to be sufficient if
given by depositing the same in a post office box in a sealed postpaid
wrapper, addressed to the person entitled thereto at his last known post
office address, and such notice shall be deemed to have been given on the
date of such mailing. Any notice required to be given under these By-Laws
may be waived by the person entitled thereto. Stockholders not entitled to
vote shall not be entitled to receive notice of any meetings except as
otherwise provided by statute.
SECTION 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS: Directors and
officers of the Company shall be indemnified to the fullest extent now or
hereafter permitted by law in connection with any actual or threatened action
or proceeding (including civil, criminal, administrative or investigative
proceedings) arising out of their service to the Company or to any other
organization at the Company's request. Employees and agents of the Company
who are not directors or officers thereof may be similarly indemnified in
respect of such service to the extent authorized at any time by the Board of
Directors. The provisions of this Section shall be applicable to actions or
proceedings commenced after the adoption hereof, whether arising from acts or
omissions occurring before or after the adoption hereof, and to persons who
have ceased to be directors, officers or employees and shall inure to the
benefit of their heirs, executors, and administrators. For the purposes of
this Section, directors, officers, trustees or employees of an organization
shall be deemed to be rendering service thereto at the Company's request if
such organization is, directly or indirectly, a wholly owned subsidiary of
the Company or is designated by the Board of Directors as an organization
service to which shall be deemed to be so rendered.
SECTION 7. ADVANCEMENT OF LITIGATION EXPENSES: Expenses incurred by a
director or officer of the Corporation in defending any actual or threatened
action, or proceeding (including civil, criminal, administrative or
investigative proceedings) arising out of their service to the Company or to
any other organization at the Company's request shall be paid by the Company
in advance of the final disposition of such action or proceeding
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upon receipt of an undertaking by, or on behalf of, such person to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the Company as authorized by the relevant provisions of the
Arkansas Business Corporation Act as it now exists or as it may hereafter be
amended. Such expenses of employees and agents of the Company who are not
directors or officers may be similarly advanced to the extent authorized at
any time by the Board of Directors. The provisions of this section shall be
applicable to actions or proceedings commenced after the adoption hereof,
whether arising from acts occurring before or after the adoption hereof, and
to persons who have ceased to be directors, officers,
and employees and shall inure to the benefit of their heirs, executors, and
administrators. For the purposes of this section, directors, officers,
trustees, or employees of an organization shall be deemed to be rendering
service thereto at the Company's request if such organization is, directly or
indirectly, a wholly owned subsidiary of the Company or is designated by the
Board of Directors as an organization service to which shall be deemed to be
so rendered.
ARTICLE VIII
------------
AMENDMENTS
SECTION 1. AMENDMENT OF BY-LAWS: The stockholders, by the affirmative
vote of the holders of a majority of the stock issued and outstanding, or the
directors, by the affirmative vote of a majority of the directors, may at any
meeting, provided the substance of the proposed amendment shall have been
stated in the notice of the meeting, amend or alter any of these By-Laws.
2/94
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