EXHIBIT 3(b)
BY-LAWS OF DENBURY RESOURCES INC
A DELAWARE CORPORATION
DENBURY RESOURCES INC.
BYLAWS
ARTICLE I
OFFICES
Section 1.1. Registered Office. The registered office shall be in the City
of Wilmington, County of New Castle, State of Delaware.
Section 1.2. Other Offices. The corporation may also have offices at such
other places, either within or without the State of Delaware, as the board of
directors may from time to time to determine or as the business of the
corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
Section 2.l. Place of Meetings. All meetings of the stockholders shall be
held at the office of the corporation or at such other places as may be fixed
from time to time by the board of directors, either within or without the State
of Delaware, and stated in the notice of the meeting or in a duly executed
waiver of notice thereof.
Section 2.2. Annual Meetings. Annual meetings of stockholders, commencing
with the year 1999, shall be held at the time and place to be selected by the
board of directors. At the meeting, the stockholders shall elect a board of
directors and transact such other business as may properly be brought before the
meeting. The board of directors acting by resolution may postpone and reschedule
any previously scheduled annual meeting of stockholders.
Nominations of persons for election to the board of directors of the
corporation and the proposal of business to be considered by the stockholders
may be made at an annual meeting of stockholders (a) pursuant to the notice of
meeting, (b) by or at the direction of the board of directors, or (c) by any
stockholder of the corporation who was a stockholder of record at the record
date for the meeting, who is entitled to vote at the meeting.
Section 2.3. Notice of Annual Meeting. 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 nor more than
sixty days before the date of the meeting.
Section 2.4. Voting List. 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.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten 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. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, shall be called by the board of directors or by
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holders of capital stock representing at least twenty-five percent (25%) of the
aggregate voting power of the issued and outstanding capital stock of the
corporation. The board of directors acting by resolution may postpone and
reschedule any previously scheduled special meeting of stockholders called by
the board of directors, but shall have such right with respect to any special
meeting called by stockholders of the corporation only with the consent of such
shareholders calling the meeting.
Section 2.6. Notice of Special Meetings. 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. Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice.
Section 2.7. Quorum. The holders of one-third (1/3) 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 or by the
certificate of incorporation. 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 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 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 2.8. Order of Business. At each meeting of the stockholders, one of
the following persons, in the order in which they are listed (and in the absence
of the first, the next, and so on), shall serve as chairman of the meeting:
chairman of the board, president, vice presidents (in the order of their
seniority if more than one) and secretary. The order of business at each such
meeting shall be as determined by the chairman of the meeting. The chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts and things as are necessary
or desirable for the proper conduct of the meeting, including, without
limitation, the establishment of procedures for the maintenance of order and
safety, limitations on the time allotted to questions or comments on the affairs
of the corporation, restrictions on entry to such meeting after the time
prescribed for the commencement thereof, and the opening and closing of the
voting polls.
Section 2.9. Majority Vote. 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 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. Method of Voting. Unless otherwise provided in the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one (1) 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. Action Without Meeting. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the stockholders may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. The writing or writings shall be delivered to the
corporation by delivery to its registered office in Delaware, its principal
place of business or an officer or agent of the corporation having custody of
the book in which proceedings of meetings of stockholders are recorded. Delivery
made to a corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
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ARTICLE 3
DIRECTORS
Section 3.1. General Powers. The business and affairs of the corporation
shall be managed by or under the direction of the board of directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by law or by the certificate of incorporation of the
corporation or by these bylaws directed or required to be exercised or done by
the stockholders.
Section 3.2. Number of Directors. Except as otherwise fixed by the
certificate of incorporation of the corporation, the board of directors shall
have not less than three (3) nor more than fifteen (15) directors. The number of
directors constituting the board shall be such number as from time to time shall
be specified by resolution of the board of directors; provided, however, no
director's term shall be shortened by reason of a resolution reducing the number
of directors.
Section 3.3. Election Qualification and Term of Office of Directors.
Directors shall be elected at each annual meeting of stockholders to hold office
until the next annual meeting. Directors need not be stockholders unless so
required by the certificate of incorporation or these bylaws, wherein other
qualifications for directors may be prescribed. Each director, including a
director elected to fill a vacancy, shall hold office until his successor is
elected and qualified or until his earlier resignation or removal. Elections of
directors need not be by written ballot.
Section 3.4. Regular Meetings. Written notice of the regular meetings of
the board of directors stating the place, date and hour of any of the regular
meetings shall be given to each director not less than two (2) days before the
date of any such meeting.
Section 3.5. Special Meetings. Special meetings of the board may be called
by the chairman of the board or the president, and shall be called by the
president or secretary on the written request of two (2) directors unless the
board consists of only a sole 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 3.6. Quorum, Majority Vote. At all meetings of the board, a
majority of the entire 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
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.
Section 3.7. Action Without Meeting. 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 the proceedings of the board or committee.
Section 3.8. Telephone and Similar Meetings. 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.
Section 3.9. Notice of Meetings. Notice of each meeting of the board shall
be given to each director by telegraph, facsimile, electronic mail, overnight
delivery or be given personally or by telephone, at least two (2) days before
the
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meeting is to be held. Notice need not be given to any director who shall,
either before or after the meeting, submit a signed waiver of such notice or who
shall attend such meeting without protesting, prior to or at its commencement,
the lack of notice to such director. Every such notice shall state the time and
place but need not state the purpose of the meeting.
Section 3.10. Rules and Regulations. The board of directors may adopt such
rules and regulations not inconsistent with the provisions of law, the
certificate of incorporation of the corporation or these bylaws for the conduct
of its meetings and management of the affairs of the corporation as the board
may deem proper.
Section 3.11. Resignations. Any director of the corporation may at any time
resign by giving written notice to the board of directors, the chairman of the
board, the president or the secretary of the corporation. Such resignation shall
take effect at the time specified therein or, if the time be not specified, upon
receipt thereof; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 3.12. Removal of Directors. Unless otherwise restricted by statute
or by the certificate of incorporation, any director or the entire board of
directors may be removed, with or without cause, by the holders of a majority of
the shares then entitled to vote at an election of directors.
Section 3.13. Vacancies. Subject to the rights of the holders of any class
or series of stock having a preference over the common stock of the corporation
as to dividends or upon liquidation, any vacancies on the board of directors
resulting from death, resignation, removal or other cause, shall only be filled
by the affirmative vote of a majority of the remaining directors then in office,
even though less than a quorum of the board of directors, or by a sole remaining
director, and newly created directorships resulting from any increase in the
number of directors shall be filled by the board of directors, or if not so
filled, by the stockholders at the next annual meeting thereof or at a special
meeting called for that purpose in accordance with Section 2.5 of these bylaws.
Any director elected in accordance with the preceding sentence of this Section
3.13 shall hold office for the remainder of the full term of any class of
directors in which the new directorship was created or the vacancy occurred and
until such successor shall have been elected and qualified.
Section 3.14. Compensation of Directors. 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 4
EXECUTIVE AND OTHER COMMITTEES
Section 4.1. Executive Committee. The board of directors may designate
annually one (1) or more of its members to constitute members or alternate
members of an executive committee, which committee shall have and may exercise,
between meetings of the board, all the powers and authority of the board in the
management of the business and affairs of the corporation, including, if such
committee is so empowered and authorized by resolution adopted by a majority of
the entire board, the power and authority to declare a dividend and to authorize
the issuance of stock, and may authorize the seal of the corporation to be
affixed to all papers which may require it, except that the executive committee
shall not have such power or authority with reference to:
(a) amending the certificate of incorporation of the corporation;
(b) adopting an agreement of merger or consolidation involving the
corporation;
(c) recommending to the stockholders the sale, lease or exchange of all or
substantially all of the property and
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assets of the corporation;
(d) recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution;
(e) adopting, amending or repealing any Bylaw;
(f) filling vacancies on the board or on any committee of the board,
including the executive committee;
(g) fixing the compensation of directors for serving on the board or on
any committee of the board, including the executive committee; or
(h) amending or repealing any resolution of the board which by its terms
may be amended or repealed only by the board.
Section 4.2. Other Committees. The board of directors may designate from
among its members one or more other committees, each of which shall, except as
otherwise prescribed by law, have such authority of the board as may be
specified in the resolution of the board designating such committee. A majority
of all the members of such committee may determine its action and fix the time
and place of its meetings, unless the board shall otherwise provide. The board
shall have the power at any time to change the membership of, to increase or
decrease the membership of, to fill all vacancies in and to discharge any such
committee, or any member thereof, either with or without cause.
Section 4.3. Procedure; Meetings; Quorum. Regular meetings of the executive
committee or any other committee of the board of directors may be held at such
times and places as shall be fixed by resolution adopted by a majority of the
members thereof. Special meetings of the executive committee or any other
committee of the board shall be called at the request of any member thereof.
Notice of each meeting of the executive committee or any other committee of the
board shall be given to each member of such committee by mailing written notice,
addressed to each member's residence, usual place of business or such other
place as designated by the member in writing provided to the secretary of the
corporation or shall be sent to such member at such place by telegraph,
facsimile, electronic mail or overnight delivery or to be given personally or by
telephone at least two (2) days before the meeting is to be held. Notice need
not be given to any member who shall, either before or after the meeting, submit
a signed waiver of such notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of such notice to such
member. Every such notice shall state the time and place but need not state the
purpose of the meeting.
Any special meeting of the executive committee or any other committee of
the board shall be a legal meeting without any notice thereof having been given,
if all the members thereof shall be present thereat. Notice of any adjourned
meeting of any committee of the board need not be given if scheduled at the
original meeting. The executive committee or any other committee of the board
may adopt such rules and regulations not inconsistent with the provisions of
law, the certificate of incorporation of the corporation or these bylaws for the
conduct of its meetings as the executive committee or any other committee of the
board may deem proper. A majority of the executive committee or any other
committee of the board shall constitute a quorum for the transaction of business
at any meeting, and the vote of a majority of the members thereof present at any
meeting at which a quorum is present shall be the act of such committee. The
executive committee or any other committee of the board of directors shall keep
written minutes of its proceedings, a copy of which is to be filed with the
secretary of the corporation, and shall report on such proceedings to the board.
ARTICLE 5
NOTICES
Section 5.l. Method. Except as otherwise specifically provided herein or
required by law, all notices required to be given to any director, officer or
stockholder shall be given in writing, by hand delivery or mail, addressed to
such director, officer or stockholder, at his or her 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 hand delivered or
deposited in the United States mail. Except as otherwise required by law, notice
to directors shall also be given in accordance with Section 3.9 of these bylaws.
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Section 5.2. Waiver. 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 6
OFFICERS
Section 6.1. Election, Qualification. The officers of the corporation shall
be chosen by the board of directors and shall be a president, one or more vice
presidents, a secretary and a treasurer. The board of directors may also choose
a chairman of the board, one or more assistant secretaries and assistant
treasurers and such other officers and agents as it shall deem necessary. Any
number of offices may be held by the same person, unless the certificate of
incorporation or these bylaws otherwise provide.
Section 6.2. Salary. The salaries of all officers and agents of the
corporation shall be fixed by the board of directors.
Section 6.3. Term, Removal. 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. Any vacancy occurring
in any office of the corporation shall be filled by the board of directors.
Section 6.4. Resignation. Subject at all times to the right of removal as
provided in Section 6.3 of these bylaws, any officer may resign at any time by
giving notice to the board of directors, the president or the secretary of the
corporation. Any such resignation shall take effect at the date of receipt of
such notice or at any later date specified therein; provided that the president
or, in the event of the resignation of the president, the board of directors may
designate an effective date for such resignation which is earlier than the date
specified in such notice but which is not earlier than the date of receipt of
such notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6.5. Vacancies. A vacancy in any office because of death,
resignation, removal or any other cause may be filled for the unexpired portion
of the term in the manner prescribed in these bylaws for election to such
office.
Section 6.6. Chairman of the Board. The chairman of the board shall, if
there be such an officer, preside at meetings of the board of directors and at
meetings of the stockholders. The chairman of the board shall counsel with and
advise the president and perform such other duties as the president or the board
or the executive committee may from time to time determine. Except as otherwise
provided by resolution of the board, the chairman of the board shall be
ex-officio a member of all committees of the board. The chairman of the board
may sign and execute in the name of the corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the board or any committee thereof
empowered to authorize the same.
Section 6.7. President. The president shall be the chief executive officer
of the corporation, shall preside, if present, and in the absence of the
chairman of the board, at all meetings of the board of directors and at all
meetings of the stockholders, 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. He 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.
Section 6.8. Vice Presidents. In the absence of the president and the
chairman of the board or, in the event of their
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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 board of directors may from time to time prescribe.
Section 6.9. Secretary. 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. He shall give, 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. 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 6.10. Assistant Secretary. 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.
Section 6.11. Treasurer. 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. 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 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. If required by the
board of directors, he shall give the corporation a bond 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 6.12. Assistant Treasurer. 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 7
INDEMNIFICATION OF DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS
Section 7.1. Indemnification. The corporation shall indemnify any person
who is or was a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of another entity, as
provided in the certificate of incorporation.
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Section 7.2. Definitions of Certain Terms. For purposes of indemnification
pursuant to the certificate of incorporation or this Article 7, references to
"the corporation shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer, employee or agent
of such constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article 7 with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.
For purposes of this Article 7, references to "other enterprises" shall
include employee benefit plans; references to "fines" shall include any excise
taxes assessed on a person with respect to an employee benefit plan; references
to "serving at the request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which imposes duties on,
or involves services by such director, officer, employee or agent with respect
to an employee benefit plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner such person reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this Article 7.
ARTICLE 8
CERTIFICATES OF STOCK
Section 8.1. Certificates. Every holder of stock in the corporation shall
be entitled to have a certificate, signed by, or in the name of the corporation
by, the chairman or vice chairman of the board of directors, or the president or
a vice president and the treasurer or an assistant treasurer, or the secretary
or an assistant secretary of the corporation, certifying the number of shares
owned by him in the corporation.
Section 8.2. Facsimile Signatures. Any of or all the signatures on the
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.
Section 8.3. Lost Certificates. 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 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.
Section 8.4. Transfers of Stock. 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, assignment 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.
Section 8.5. Fixing Record Date. 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 any 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 changes, conversion or exchange of stock
or for any other lawful purpose, 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, more than ten days after the date of adoption of the
Board resolution for actions
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by written consent, or more than sixty days prior to any other action. In no
event shall the record date precede the date of adoption of the applicable Board
resolution. 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.
Section 8.6. Registered Stockholders. 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 Delaware.
ARTICLE 9
AFFILIATED TRANSACTIONS
Section 9.1. Validity. Except as otherwise provided for in the certificate
of incorporation, if Section 9.2 of these bylaws is satisfied, no contract or
transaction between the corporation and any of its directors, officers or
security holders, or any corporation, partnership, association or other
organization in which any of such directors, officers or security holders are
directly or indirectly financially interested, shall be void or voidable solely
because of this relationship, or solely because of the presence of the director,
officer or security holder at the meeting authorizing the contract or
transaction, or solely because of his or their participation in the
authorization of such contract or transaction or vote at the meeting therefor,
whether or not such participation or vote was necessary for the authorization of
such contract or transaction.
Section 9.2. Disclosure, Approval; Fairness. Section 9.1 shall apply only
if:
(a) the material facts as to the relationship or interest and as to the
contract or transaction are disclosed or are known:
(i) to the board of directors (or committee thereof) and it
nevertheless in good faith authorizes or ratifies the contract or
transaction by a majority of the directors present, each such interested
director to be counted in determining whether a quorum is present but not
in calculating the number necessary to carry the vote; or
(ii) to the stockholders and they nevertheless authorize or ratify the
contract or transaction by a majority of the shares present at a meeting
considering such contract or transaction, each such interested person
(stockholder) to be counted in determining whether a quorum is present but
not in calculating the number necessary to carry the vote; or
(b) the contract or transaction is fair to the corporation as of the time
it is authorized, approved or ratified by the board of directors (or
committee thereof) or the stockholders.
Section 9.3. Nonexclusive. This provision shall not be construed to
invalidate a contract or transaction which would be valid in the absence of this
provision.
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ARTICLE 10
GENERAL PROVISIONS
Section 10.1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate 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 certificate of
incorporation.
Section 10.2. Reserves. 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.
Section 10.3. Checks. 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.
Section 10.4. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
Section 10.5. Seal. 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, affixed, reproduced or otherwise.
ARTICLE 11
AMENDMENTS
Section 11.1. Amendments. These bylaws may be altered, amended or repealed
or new bylaws may be adopted by a majority of not less than 2/3 of the members
of the board of directors voting in favor thereof, at any meeting of the board
of directors if notice of such alteration, amendment, repeal or adoption of new
bylaws be contained in the notice of such meeting. The stockholders of the
corporation shall have the power to adopt, amend or repeal any provisions of the
bylaws.
Phil Rykhoek, Secretary
3(b) - 10