Exhibit 4.02
BYLAWS (AS AMENDED OCTOBER 4, 1995)
OF
MURPHY OIL CORPORATION
(A Delaware corporation)
ARTICLE I
Offices
Section 1. Offices. Murphy Oil Corporation (hereinafter
called the Company) may have, in addition to its principal office in
Delaware, a principal or other office or offices at such place or places,
either within or without the State of Delaware, as the board of directors
may from time to time determine or as shall be necessary or appropriate for
the conduct of the business of the Company.
ARTICLE II
Meetings of Stockholders
Section 1. Place of Meetings. The annual meeting of the
stockholders shall be held at the place therein determined by the board of
directors and stated in the notice thereof, and other meetings of the
stockholders may be held at such place or places, within or without the State
of Delaware, as shall be fixed by the board of directors and stated in the
notice thereof.
Section 2. Annual Meetings. The annual meeting of the
stockholders for the election of directors and the transaction of such other
business as may come before the meeting shall be held in each year on the
second Wednesday in May. If this date shall fall upon a legal holiday, the
meeting shall be held on the next succeeding business day. At each annual
meeting the stockholders entitled to vote shall elect a board of directors and
they may transaction such other corporate business as shall be stated in the
notice of the meeting.
Section 3. Special Meetings. Special meetings of the
stockholders for any purpose or purposes may be called by the Chairman of the
Board or by order of the board of directors and shall be called by the
Chairman of the Board or the Secretary upon the written request of
stockholders holding of record at least a majority of the outstanding shares
of stock of the Company entitled to vote at such meeting. Such written
request shall state the purpose or purposes for which such meeting is to be
called.
Section 4. Notice of Meetings. Except as otherwise
expressly required by law, notice of each meeting of stockholders, whether
annual or special, shall be given at least 10 days before the date on which
the meeting is to be held to each stockholder of record entitled to vote
thereat by delivering a notice thereof to him personally, or by mailing
such notice in a postage prepaid envelope directed to him at his address as
it appears on the books of the Company unless he shall have filed with the
Secretary of the Company a written request that notices intended for him be
directed to another address, in which case such notice shall be directed to
him at the address designated in such request. Notice of any meeting of
stockholders shall not be required to be given to any stockholder who shall
attend such meeting in person or by proxy; and if any stockholder shall in
person or by attorney thereunto authorized, in writing or by telegraph,
cable, radio or wireless and confirmed in writing, waive notice of any
meeting of the stockholders, whether prior to or after such meeting, notice
thereof need not be given to him. Notice of any adjourned meeting of the
stockholders shall not be required to be given except where expressly
required by law.
Section 5. Quorum. At each meeting of the stockholders
the holders of record of a majority of the issued and outstanding stock of
the Company entitled to vote at such meeting, present in person or by
proxy, shall constitute a quorum for the transaction of business except
where otherwise provided by law, the certificate of incorporation or these
bylaws. In the absence of a quorum, any officer entitled to preside at or
act as secretary of such meeting shall have the power to adjourn the
meeting from time to time until a quorum shall be constituted. At any such
adjourned meeting at which a quorum shall be present any business may be
transacted which might have been transacted which might have been
transacted at the meeting as originally called.
Section 6. Voting. At every meeting of stockholders
each holder of record of the issued and outstanding stock of the Company
entitled to vote at such meeting shall be entitled to one vote in person or
by proxy, but no proxy shall be voted after three years from its date
unless the proxy provides for a longer period, and, except where the
transfer books of the Company have been closed or a date has been fixed as
the record date for the determination of stockholders entitled to vote, no
share of stock shall be voted directly or indirectly. At all meetings of
the stockholders, a quorum being present, all matters shall be decided by
majority vote of those present in person or by proxy, except as otherwise
required by the laws of the State of Delaware or the certificate of
incorporation. The vote thereat on any question need not be by ballot
unless required by the laws of the State of Delaware.
ARTICLE III
Board of Directors
Section 1. General Powers. The property, business and
affairs of the Company shall be managed by the board of directors.
Section 2. Number and Term of Office. The number of
directors shall be eleven, but may from time to time be increased or
diminished to not less than three by amendment of these bylaws. Directors
need not be stockholders. Each director shall hold office until the annual
meeting of the stockholders next following his election and until his
successor shall have been elected and shall qualify, or until his death,
resignation or removal.
Section 3. Quorum and Manner of Acting. Unless
otherwise provided by law the presence of six members of the board of
directors shall be necessary to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority of the directors present
may adjourn the meeting from time to time until a quorum shall be present.
Notice of any adjourned meeting need not be given. At all meetings of
directors, a quorum being present, all matters shall be decided by the
affirmative vote of a majority of the directors present, except as
otherwise required by the laws of the State of Delaware.
Section 4. Place of Meetings, etc. The board of
directors may hold its meetings and keep the books and records of the
Company at such place or places within or without the State of Delaware as
the board may from time to time determine.
Section 5. Annual Meeting. Promptly after each annual
meeting of stockholders for the election of directors and on the same day
the board of directors shall meet for the purpose of organization, the
election of officers and the transaction of other business. Notice of such
meeting need not be given. Such meeting may be held at any other time or
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors or in a consent and waiver of
notice thereof signed by all the directors.
Section 6. Regular Meetings. Regular meetings of the
board of directors may be held at such time and place, within or without
the State of Delaware, as shall from time to time be determined by the
board of directors. After there has been such determination and notice
thereof has been once given to each member of the board of directors,
regular meetings may be held without further notice being given.
Section 7. Special Meetings; Notice. Special meetings
of the board of directors shall be held whenever called by the Chairman of
the Board or by a majority of the directors. Notice of each such meeting
shall be mailed to each director, addressed to him at his residence or
usual place of business, at least 10 days before the day on which the
meeting is to be held, or shall be sent to him at such place by telegraph,
cable, radio, or wireless, or be delivered personally or by telephone, not
later than the day before the day on which such meeting is to be held.
Each such notice shall state the time and place of the meeting but need not
state the purposes thereof. Notice of any meeting of the board of
directors need not be given to any director, however, if waived by him in
writing or by telegraph, cable, radio or wireless and confirmed in writing,
whether before or after such meeting, or if he shall be present at such
meeting. Any meeting of the board of directors shall be a legal meeting
without any notice thereof having been given if all the directors then in
office shall be present thereat.
Section 8. Resignation. Any director of the Company may
resign at any time by giving written notice to the Chairman of the Board or
the Secretary of the Company. The resignation of any director shall take
effect upon receipt of notice thereof or at such later time as shall be
specified in such notice; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 9. Removal. Any director may be removed at any
time, either with or without cause, by the affirmative vote of the holders
of record of a majority of the issued and outstanding class of stock of the
Company entitled to vote for the election of such director, given at a
special meeting of the stockholders called for that purpose. The vacancy
in the board of directors caused by any such removal may be filled by the
stockholders at such meeting.
Section 10. Vacancies. Any vacancy that shall occur in the
board of directors by reason of death, resignation, disqualification or
removal or any other cause whatever, unless filled as provided in Section 9
hereof, shall be filled by the majority (even if that be only a single
director) of the remaining directors theretofore elected by the holders of the
class of capital stock which elected the directors whose office shall have
become vacant. If any new directorship is created by increase in the number
of directors, a majority of the directors then in office may fill such new
directorship. The term of office of any director so chosen to fill a vacancy
or a new directorship shall terminate upon the election and qualification of
directors at any meeting of stockholders called for the purpose of electing
directors.
Section 11. Compensation of Directors. Directors may
receive a fee, as fixed by the Chairman of the Board, for their services,
together with expenses for attendance at regular or special meeting of the
board. Members of committees of the board of directors may be allowed
compensation for attending committee meetings. Nothing herein contained
shall be construed to preclude any director from serving the Company or any
subsidiary thereof in another capacity and receiving compensation therefor.
ARTICLE IV
Committees of the Board
Section 1. Executive Committee. The board of directors
shall elect from the directors an executive committee.
The board of directors shall fill vacancies in the executive
committee by election from the directors.
The executive committee shall fix its own rules of procedure
and shall meet where and as provided by such rules or by resolution of the
board of directors, but in every case the presence of at least three members
of the committee shall be necessary to constitute a quorum for the transaction
of business.
In every case the affirmative vote of a majority of all of the
members of the committee present at the meeting shall be necessary for the
adoption of any resolution.
Section 2. Membership and Powers. The executive committee
shall consist of five members in addition to the Chairman of the Board, who
by virtue of his office shall be a member of the executive committee and
chairman thereof. Unless otherwise ordered by the board of directors, each
elected member of the executive committee shall continue to be a member
thereof until the expiration of his term of office as a director.
The executive committee, subject to any limitations
prescribed by the board of directors, shall have special charge of all
financial accounting, legal and general administrative affairs of the
Company. During the intervals between the meetings of the board of
directors the executive committee shall have all the powers of the board in
the management of the business and affairs of the Company, including the
power to authorize the seal of the Company to be affixed to all papers
which require it, except that said committee shall not have the power of
the board (i) to fill vacancies in the board, (ii) to amend the bylaws,
(iii) to adopt a plan of merger of consolidation, (iv) to recommend to the
stockholders the sale, lease, exchange, mortgage, pledge or other
disposition of all or substantially all of the property and assets of the
Company otherwise than in the usual and regular course of its business, or
(v) to recommend to the stockholders a voluntary dissolution of the Company
or a revocation thereof.
Section 3. Other Committees. The board of directors
may, by resolution or resolutions passed by a majority of the whole board,
designate one or more other committees, each committee to consist of two or
more of the directors of the Company, which, to the extent provided in said
resolution or resolutions, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the
Company, and may have power to authorize the seal of the Company to be
affixed to all papers which may require it. 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.
ARTICLE V
Officers
Section 1. Number. The principal officers of the
Company shall be a Chairman of the Board, President, one or more Vice
Presidents (which may be designated as Executive or Senior Vice
President(s)), a Secretary, a Treasurer, and a Controller. No officers
except the Chairman of the Board and President need be directors. One
person may hold the offices and perform the duties of any two or more of
said officers.
Section 2. Election and Term of Office. The principal
officers of the Company shall be chosen annually by the board of directors
at the annual meeting thereof. Each such officer shall hold office until
his successor shall have been chosen and shall qualify, or until his death
or until he shall resign or shall have been removed in the manner
hereinafter provided.
Section 3. Subordinate Officers. In addition to the
principal officers enumerated in Section 1 of this Article V, the Company
may have on one or more Assistant Vice Presidents, one or more Assistant
Treasurers, one or more Assistant Secretaries and such other officers,
agents and employees as the board of directors may deem necessary, each of
whom shall hold office for such period, have such authority, and perform
such duties as the board or the President may from time to time determine.
The board of directors may delegate to any principal officer the power to
appoint and to remove any such subordinate officers, agents or employees.
Section 4. Compensation of Principal Officers. The
salaries of the principal officers shall be fixed from time to time either
by the board of directors or by a committee of the board to which such
power may be delegated. The salaries of any other officers shall be fixed
by the President or by a committee or committees to which he may delegate
such power.
Section 5. Removal. Any officer may be removed, either
with or without cause, at any time, by resolution adopted by the board of
directors at any regular meeting of the board or at any special meeting of
the board called for the purpose at which a quorum is present.
Section 6. Vacancies. A vacancy in any office may be
filled for the unexpired portion of the term in the manner prescribed in
these bylaws for election or appointment to such office for such term.
Section 7. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the stockholders and directors at
which he may be present. He shall have such other authority and
responsibility and perform such other duties as may be determined by the
board of directors.
Section 8. President. The President shall be the chief
executive officer of the Company and as such shall have general supervision
and management of the affairs of the Company subject to the control of the
board of directors. He may enter into any contract or execute any deeds,
mortgages, bonds, contracts or other instruments in the same and on behalf
of the Company except in cases in which the authority to enter into such
contract or execute and deliver such instrument, as the case may be, shall
be otherwise expressly delegated. In general he shall perform all duties
incident to the office of President as herein defined and all such other
duties as from time to time may be assigned to him by the board of
directors. In the absence of the Chairman of the Board, the President
shall preside at meetings of the stockholders and directors.
Section 9. Vice Presidents. The Vice Presidents, in
order of their seniority unless otherwise determined by the board of
directors, shall in the absence or disability of the President perform the
duties and exercise the powers of such offices. The Vice Presidents shall
perform such other duties and have such other powers as the President or
the board of directors may from time to time prescribe.
Section 10. Secretary. The Secretary shall attend all
sessions of the board and all meetings of the stockholders, and record all
votes and the minutes of all proceedings in a book to be kept for that
purpose, and shall perform like duties for the committees of the board of
directors when required. He shall give or cause to be given, notice of all
meetings of the stockholders and of special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the
board of directors, or the President, under whose supervision he shall be.
He shall keep in safe custody the seal of the Company and, when authorized
by the board of directors, affix the same to any instrument requiring it,
and when so affixed it shall be attested by his signature or by the
signature of the Treasurer or an Assistant Secretary.
Section 11. Treasurer. The Treasurer shall have custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in the books belonging to the
Company, and shall deposit all moneys and other valuable effects in the
name and to the credit of the Company in such depositories as may be
designated from time to time by the Board of Directors.
He shall disburse the funds of the Company as may be ordered
by the board, taking proper vouchers for such disbursements, and shall
render to the President and board of directors at the regular meetings of
the board, or whenever they may require it, an account of the financial
condition of the Company.
If required by the board of directors, he shall give the
Company a bond, in such sum and with such surety or sureties as shall be
satisfactory to the board, for the faithful performance of the duties of his
office, and for the restoration to the Company, 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 Company.
Section 12. Controller. The Controller shall be in
charge of the accounts of the Company and shall perform such duties as from
time to time may be assigned to him by the President or by the board of
directors.
ARTICLE VI
Shares and Their Transfer
Section 1. Certificates for Stock. Certificates for
shares of capital stock of the Company shall be numbered, and shall be
entered in the books of the Company, in the order in which they are issued.
Section 2. Regulations. The board of directors may make
such rules and regulations as it may deem expedient, not inconsistent with
the certificate of incorporation or these bylaws, concerning the issue,
transfer and registration of certificates for shares of capital stock of
the Company. It may appoint, or authorize any principal officer or
officers to appoint, one or more transfer clerks or one or more transfer
agents and one or more registrars, and may require all such certificates to
bear the signature or signatures of any of them.
Section 3. Stock Certificate Signature. The
certificates for shares of the respective classes of such stock shall be
signed by, or in the name of the Company by, the Chairman of the Board, the
President or any Vice President and the Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary, and where signed (a)
by a transfer agent or an assistant transfer agent or (b) by a transfer
clerk acting on behalf of the Company and a registrar, the signature of any
such Chairman of the Board, President, Vice President, Treasurer, Assistant
Treasurer, Secretary or Assistant Secretary may be facsimile. Each such
certificate shall exhibit the name of the holder thereof and number of
shares represented thereby and shall not be valid until countersigned by a
transfer agent.
The board of directors may, if it so determines, direct that
certificates for shares of any class or classes of capital stock of the
Company be registered by a registrar, in which case such certificates will not
be valid until so registered.
In case any officer of the Company who shall have signed, or
whose facsimile signature shall have been used on, any certificate for shares
of capital stock of the Company shall cease to be such officer, whether
because of death, resignation or otherwise, before such certificate shall have
been delivered by the Company, such certificate shall nevertheless be deemed
to have been adopted by the Company and may be issued and delivered as though
the person who signed such certificate or whose facsimile signature shall have
been used thereon had not ceased to be such officer.
Section 4. Designations, Preferences, Etc. on
Certificates for Stock. Certificates for shares of capital stock of the
Company shall state on the face or back thereof that the Company will
furnish without charge to each stockholder who so requests (which request
may be addressed to the Secretary of the Company or to a transfer agent) a
statement of the designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof
which the Company is authorized to issue and the qualifications,
limitations or restrictions of such preferences and/or rights.
Section 5. Stock Ledger. A record shall be kept by the
Secretary or by any other officer, employee or agent designated by the board
of directors of the name of the person, firm, or corporation holding the stock
represented by such certificates, the number of shares represented by such
certificates, respectively, and the respective dates thereof, and in case of
cancellation the respective dates of cancellation.
Section 6. Cancellation. Every certificate surrendered
to the Company for exchange or transfer shall be canceled, and no new
certificate or certificates shall be issued in exchange for any existing
certificate until such existing certificate shall have been so canceled.
Section 7. Transfers of Stock. Transfers of shares of
the capital stock of the Company shall be made only on the books of the
Company by the registered holder thereof or by his attorney thereunto
authorized on surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes thereon. The person in
whose name shares of stock stand on the books of the Company shall be
deemed the owner thereof for all purposes as regards the Company; provided,
however, that whenever any transfer of shares shall be made for collateral
security, and not absolutely, such fact, if known to the Secretary or the
transfer agent making such transfer, shall be so expressed in the entry of
transfer.
Section 8. Closing of Transfer Books. The board of
directors may by resolution direct that the stock transfer books of the
Company be closed for a period not exceeding 60 days preceding the date of
any meeting of the stockholders, or the date for the payment of any
dividend, or the date of the allotment of any rights, or the date when any
change or conversion or exchange of capital stock of the company shall go
into effect, or for a period not exceeding 60 days in connection with
obtaining the consent of stockholders for any purpose. In lieu of such
closing of the stock transfer books, the board may fix in advance a date,
not exceeding 60 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 or a date in connection with obtaining such
consent, as a record date for the determination of the stockholders
entitled to notice of, and to vote at, such meeting, and any adjournment
thereof, or to receive payment of any such dividend, or to receive any such
allotment of rights, or to exercise the rights in respect of any such
change, conversion, or exchange of capital stock or to give such consent,
as the case may be, notwithstanding any transfer of any stock on the books
of the Company after any record date so fixed.
ARTICLE VII
Miscellaneous Provisions
Section 1. Corporate Seal. The board of directors shall
provide a corporate seal which shall be in the form of a circle and shall bear
the name of the Company and words and figures showing that it was incorporated
in the State of Delaware in the year 1964. The Secretary shall be the
custodian of the seal. The board of directors may authorize a duplicate seal
to be kept and used by any other officer.
Section 2. Fiscal Year. The fiscal year of the Company
shall be fixed by resolution of the board of directors.
Section 3. Voting of Stocks Owned by the Company. The
board of directors may authorize any person on behalf of the Company to
attend, vote and grant proxies to be used at any meeting of stockholders of
any corporation in which the Company may hold stock.
Section 4. Dividends. Subject to the provisions of the
certificate of incorporation, the board of directors may, out of funds legally
available therefor, at any regular or special meeting declare dividends upon
the capital stock of the Company as and when they deem expedient. Dividends
may be paid in cash, in property, or in shares of capital stock of the
Company, subject to the provisions of the certificates of incorporation.
Before declaring any dividend there may be set apart out of any funds of the
Company available for dividends such sum or sums as the directors from time to
time in their discretion deem proper for working capital or as a reserve fund
to meet contingencies or for equalizing dividends or for such other purposes
as the directors shall deem conducive to the interests of the Company.
ARTICLE VIII
Indemnification of Officers, Directors,
Employees and Agents; Insurance
Section 1. Indemnification.
(a) The Company may indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including an action by or in the right of
the Company) by reason of the fact that he is or was a director, officer,
employee or agent of the Company, or is or was serving at the request of
the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) and, except for an action by or in the
right of the Company, judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action,
suit or proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Except for an action by or in the
right of the Company, the termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful. With respect to an action by or in
the right of the Company, no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of his duty to
the Company unless and only to the extent that the Delaware Court of
Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall
deem proper.
(b) To the extent that a director, officer, employee or
agent of the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsection (a) or
in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
(c) Any indemnification under subsection (a) (unless
ordered by a court) shall be made by the Company only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in subsection (a). Such
determination shall be made (i) by the board of directors by a majority
vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the
stockholders.
(d) Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as authorized by the
board of directors in the manner provided in subsection (c) upon receipt of
an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount unless it shall ultimately be determined that he is
entitled to be indemnified by the Company as authorized in this section.
(e) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any agreement, vote of stockholders
or disinterested directors or otherwise, both as to action in their
official capacities and as to action in other capacities while holding such
offices, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.
Section 2. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising out of his
status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of either the General
Corporation Law of the State of Delaware or of these bylaws.
ARTICLE IX
Amendments
The bylaws of the Company may be altered, amended or repealed
either by the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote in respect thereof and represented in person
or by proxy at any annual or special meeting of the stockholders, or by the
affirmative vote of a majority of the directors then in office given at any
regular or special meeting of the board of directors. Bylaws, whether made or
altered by the stockholders or by the board of directors, shall be subject to
alteration or repeal by the stockholders as in this Article provided.