Exhibit 3(b)
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BYLAWS
OF
ATLAS RESOURCES, INC.
Exhibit 3(b)
ATLAS RESOURCES, INC.
BY-LAWS
ARTICLE I - OFFICES
1. Registered Office. The registered office of the Corporation shall be
located within the Commonwealth of Pennsylvania, at such place as the Board of
Directors shall, from time to time, determine.
2. Other Offices. The Corporation may also have offices at such other places
as the Board of Directors may from time to time, determine.
ARTICLE II - SHAREHOLDERS' MEETINGS
1. Place of Shareholders' Meetings. Meetings of Shareholders shall be held
at such place within or without the Commonwealth of Pennsylvania as shall be
fixed by the Board of Directors from time to time. If no such place is fixed by
the Board of Directors, meetings of the Shareholders shall be held at the
registered office of the Corporation.
2. Annual Meeting. A meeting of the Shareholders of the Corporation shall be
held in each calendar year, commencing with the year 1980, on
the________________ at ____ o'clock _M., if not a legal holiday, and if such day
is a legal holiday, then such meeting shall be held on the next business day.
At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their successors shall be duly
elected.
Unless the Board of Directors shall deem it advisable, financial reports of
the Corporation's business need not be sent to the Shareholders and need not be
presented at the annual meeting. If any report is deemed advisable by the Board
of Directors, such report may contain such information as the Board of Directors
shall determine and need not be certified by a Certified Public Accountant
unless the Board of Directors shall so direct.
3. Special Meetings. Special meetings of the Shareholders may be called at
any time.
(a) By the President of the Corporation; or
(b) By a majority of the Board of Directors; or
(c) By the holders of not less than one-fifth of all the shares
outstanding and entitled to vote.
Upon the written request of any person entitled to call a special meeting,
which request shall set forth the purpose for which the meeting is desired, it
shall be the duty of the Secretary to give notice of such meeting to be held at
such time, not less than ten (10) nor more than sixty (60) days after the
receipt of such request, as the Secretary may fix. If the Secretary shall
neglect or refuse to give such notice within ten (10) days after receipt of such
request, the person or persons making such request may do so.
4. Notices of Shareholders' Meetings. Except as otherwise specifically
provided by law, at least five days' written notice shall be given of the annual
meeting and any special meeting of the Shareholders. Such notices shall be given
in the name of the Secretary or the Assistant Secretary.
5. Quorum. The presence, in person or by proxy, of the holders of a majority
of the outstanding shares entitled to vote shall constitute a quorum. The
Shareholders present at a duly organized meeting can continue to do business
until adjournment, notwithstanding the withdrawal of enough Shareholders to
leave less than a quorum. If a meeting cannot be organized because of the
absence of a quorum, those present may, except as otherwise provided by law,
adjourn the meeting to such time and place as they may determine. In the case of
any meeting for the election of Directors, those Shareholders who attend the
second of such adjourned meetings, although less than a quorum as fixed in this
section, shall nevertheless constitute a quorum for the purpose of electing
Directors.
6. Voting. The officer or agent having charge of the transfer books of the
Corporation shall make, at least five days before any meeting of Shareholders, a
complete list of the Shareholders entitled to vote at such meeting, arranged in
alphabetical order, with the address of and the number of shares held by each,
which list shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any Shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any Shareholder
during the whole time of the meeting.
At all Shareholders' meetings, Shareholders entitled to vote may attend and
vote either in person or by proxy. All proxies shall be in writing and shall be
filed with the Secretary of the Corporation. No unrevoked proxy shall be valid
after eleven months from the date of execution, unless a longer time is
expressly provided therein; but in no event shall a proxy, unless coupled with
an interest, be valid after three years after the date of its execution.
Except as otherwise specifically provided by law, all matters coming before
the meeting shall be determined by a vote by shares. Such vote may be taken by
voice unless a Shareholder demands that it be taken by ballot, in which event
the vote shall be taken by written ballot, and the Judge or Judges of Election
or, if none, the Secretary of the meeting, shall tabulate and certify the
results of such vote.
7. Informal Action by Shareholders. Any action which may be taken at a
meeting of the Shareholders may be taken without a meeting, if a consent in
writing, setting forth the action so taken, shall be signed by all of the
Shareholders who would be entitled to vote at a meeting for such purpose and
shall be filed with the Secretary of the Corporation.
ARTICLE III - BOARD OF DIRECTORS
1. Number. The business and affairs of the Corporation shall be managed by a
Board of two Directors.
2. Place of Meeting. Meetings of the Board of Directors may be held at such
place within the Commonwealth of Pennsylvania, or elsewhere, as a majority of
the Directors may from time to time appoint, or as may be designated in the
notice calling the meeting.
3. Regular Meetings. A regular meeting of the Board of Directors shall be
held annually, immediately following the annual meeting of Shareholders at the
place where such meeting of the Shareholders is held or at such other place,
date and hour as a majority of the newly elected Directors may designate. At
such meeting the Board of Directors shall elect officers of the Corporation. In
addition to such regular meeting, the Board of Directors shall have the power to
fix by resolution the place, date and hour of other regular meetings of the
Board.
4. Special Meetings. Special meetings of the Board of Directors shall be
held whenever ordered by the President or by a majority of the Directors in
office.
5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given of any
regular meeting, unless the same be held at other than the time
or place for holding such meetings as fixed in accordance with
Article III, Paragraph 3 of these By-Laws, in which event one
day's notice shall be given of the time and place of such
meeting.
(b) Special Meetings. At least one day's notice shall be given or the
time when, place where, and purpose for which any special meeting
of the Board of Directors is to be held.
6. Quorum. A majority of the Directors in office shall be necessary to
constitute a quorum for the transaction of business, and the acts of a majority
of the Directors present at a meeting at which a quorum is present shall be the
acts of the Board of Directors. If there be less than a quorum present, the
majority of these present may adjourn the meeting from time to time and place to
place and shall cause notice of each such adjourned meeting to be given to all
absent Directors.
7. Informal Action by the Board of Directors. If all the Directors shall
severally or collectively consent in writing to any action to be taken by the
Corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the Board of Directors.
8. Powers.
(a) General Powers. The Board of Directors shall have all the power and
authority granted by law to the Board, including all powers necessary or
appropriate to the management of the business and affairs of the Corporation.
(b) Specific Powers. Without limiting the general powers conferred by
the last preceding clause and the powers conferred by the Articles and By-Laws
of the Corporation, it is hereby expressly declared that the Board of Directors
shall have the following powers:
(1) To confer upon any officer or officers of the Corporation, the power
to choose, remove or suspend assistant officers, agents or servants.
(2) To appoint any person, firm or corporation to accept and hold in
trust for the Corporation any property belonging to the Corporation, or in which
it is interested, and to authorize any such person, firm or corporation to
execute any documents and perform any duties that may be requisite in relation
to any such trust.
(3) To appoint a person or persons to vote shares of another corporation
held and owned by the Corporation.
(4) By resolution adopted by a majority of the whole Board of Directors,
to delegate two or more of its number to constitute an executive committee
which, to the extent provided in such resolution, shall have and exercise the
authority of the Board of Directors in the management of the business of the
Corporation.
(5) To fix the place, time and purpose of meetings of Shareholders.
(6) To determine who shall be authorized on the Corporation's behalf to
sign bills, notes, receipts, acceptances, endorsements, checks, releases,
contracts and documents.
9. Compensation of Directors. Compensation of Directors, if any, shall be as
determined from time to time by resolution of the Board of Directors.
10. Removal of Directors by Shareholders. The entire Board of Directors or
any individual Director may be removed from office without assigning any cause
by a majority vote of the holders of the outstanding shares entitled to vote at
an election of Directors. In case the Board of Directors or any one or more
Directors be so removed, new Directors may be elected at the same time. Unless
the entire Board of Directors be removed, no individual Director shall be
removed in case the votes of a sufficient number of shares are cast against the
resolution for his removal which, if voted at an election of the full Board of
Directors, would be sufficient to elect one or more Directors.
11. Vacancies. Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of Directors, shall be filled by a
majority of the remaining members of the Board of Directors though less than a
quorum, and each person so elected shall be a Director until his successor is
elected by the Shareholders, who may make such election at the next annual
meeting of the Shareholders or at any special meeting duly called for that
purpose and held prior thereto.
ARTICLE IV - OFFICERS
1. Election and Office. The Corporation shall have a President, a Secretary
and a Treasurer, who shall be elected by the Board of Directors. The Board of
Directors may elect as additional officers, a Chairman of the Board of
Directors, one or more Vice-Presidents, and one or more assistant officers. Any
two or more offices may be held by the same person.
2. Term. The President, the Secretary and the Treasurer shall each serve for
a term of one year and until their respective successors are duly elected and
qualified, unless removed from office by the Board of Directors during their
respective tenures. The term of office of any other officer shall be as
specified by the Board of Directors.
3. Powers and Duties of the President. Unless otherwise determined by the
Board of Directors, the President shall have the usual duties of an executive
officer with general supervision over and direction of the affairs of the
Corporation. In the exercise of these duties and subject to the limitations of
the laws of the Commonwealth of Pennsylvania, these By-Laws, and the actions of
the Board of Directors, he may appoint, suspend and discharge employees and
agents, shall preside at all meetings of the Shareholders at which he shall be
present, and unless there is a Chairman of the Board of Directors, shall preside
at all meetings of the Board of Directors and shall be a member of all
committees. He shall also do and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President shall
have full power and authority on behalf of the Corporation, to attend and to act
and to vote at any meeting of the Shareholders of any corporation in which the
Corporation may hold stock, and, at any such meeting, shall possess and may
exercise any and all the rights and powers incident to the ownership of such
stock and which, as the owner thereof, the Corporation might have possessed and
exercised.
4. Powers and Duties of the Secretary. Unless otherwise determined by the
Board of Directors, the Secretary shall keep the minutes of all meetings of the
Board of Directors, Shareholders and all committees, in books provided for that
purpose, and shall attend to the giving and serving of all notices for the
Corporation. He shall have charge of the corporate seal, the stock certificate
books, transfer books and stock ledgers, and such other books and papers as the
Board of Directors may direct. He shall perform all other duties ordinarily
incident to the office of Secretary and shall have such other powers and perform
such other duties as may be assigned to him by the Board of Directors.
5. Powers and Duties of the Treasurer. Unless otherwise determined by the
Board of Directors, the Treasurer shall have charge of all the funds and
securities of the Corporation which may come into his hands. When necessary or
proper, unless otherwise ordered by the Board of Directors, he shall endorse for
collection on behalf of the Corporation, checks, notes and other obligations,
and shall deposit the same to the credit of the Corporation in such banks or
depositories as the Board of Directors may designate and shall sign all receipts
and vouchers for payments made to the Corporation. He shall enter regularly, in
books of the Corporation to be kept by him for the purpose, full and accurate
account of all moneys received and paid by him on account of the Corporation.
Whenever required by the Board of Directors, he shall render a statement of the
financial condition of the Corporation. He shall at all reasonable times exhibit
his books and accounts to any Director of the Corporation, upon application at
the office of the Corporation during business hours. He shall have such other
powers and shall perform such other duties as may be assigned to him from time
to time by the Board of Directors. He shall give such bond, if any, for the
faithful performance of his duties as shall be required by the Board of
Directors and any such bond shall remain in the custody of the President.
6. Powers and Duties of the Chairman of the Board of Directors. Unless
otherwise determined by the Board of Directors, the Chairman of the Board of
Directors, if any, shall preside at all meetings of Directors and shall serve ex
officio as a member of every committee of the Board of Directors. He shall have
such other powers and perform such further duties as may be assigned to him by
the Board of Directors.
7. Powers and Duties of Vice-Presidents and Assistant Officers. Unless
otherwise determined by the Board of Directors, each Vice-President and each
assistant officer shall have the powers and perform the duties of his respective
superior officer. Vice-Presidents and Assistant officers shall have such rank as
shall be designated by the Board of Directors and each, in the order of rank,
shall act for such superior officer in his absence or upon his disability or
when so directed by such superior officer or by the Board of Directors. The
President shall be the superior officer of the Vice-Presidents. The Treasurer
and Secretary shall be the superior officers of the Assistant Treasurers and
Assistant Secretaries, respectively.
8. Delegation of Office. The Board of Directors may delegate the powers or
duties of any officer of the Corporation to any other officer or to any Director
from time to time.
9. Vacancies. The Board of Directors shall have the power to fill any
vacancies in any office occurring from whatever reason.
ARTICLE V - CAPITAL STOCK
1. Share Certificates. Every share certificate shall be signed by the
President or a Vice-President and by the Treasurer, Assistant Treasurer,
Secretary or Assistant Secretary and sealed with the corporate seal, which may
be a facsimile, engraved or printed, but where such certificate is signed by a
transfer agent or by a transfer clerk and a registrar, the signature of any
corporate officer upon such certificate may be a facsimile, engraved or printed.
2. Transfer of Shares. Transfer of shares shall be made on the books of the
Corporation only upon surrender of the share certificate, duly endorsed and
otherwise in proper form for transfer, which certificate shall be cancelled at
the time of transfer.
3. Determination of Shareholders of Record and Closing Transfer Books. The
Board of Directors may fix a time, not more than fifty days prior to the date of
any meeting of Shareholders, or the date fixed for the payment of any dividend
or distribution, or the date for the allotment of rights, or the date when any
change or conversion or exchange of shares will be made or go into
effect, as a record date for the determination of the Shareholders entitled to
notice of or to vote at any such meeting, or entitled to receive payment of any
such dividend or distribution, or to receive any such allotment of rights, or to
exercise the rights in respect to any such change, conversion or exchange of
shares or otherwise. In such case, only such Shareholders as shall be
Shareholders of record on the date so fixed shall be entitled to notice of or to
vote at such meeting, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may be,
notwithstanding any transfer of any shares on the books of the Corporation after
any record date fixed as aforesaid. The Board of Directors may close the books
of the Corporation against transfers of shares during the whole or any part of
such period, and in such case written or printed notice thereof shall be mailed
at least ten (10) days before the closing thereof to each Shareholder of record
at the address appearing on the records of the Corporation or supplied by him to
the Corporation for the purpose of notice. While the stock transfer books of the
Corporation are closed, no transfer of shares shall be made thereon. Unless a
record date is fixed by the Board of Directors for the determination of
Shareholders entitled to receive notice of or vote at, a Shareholders' Meeting,
transferees of shares which are transferred on the books of the Corporation
within ten (10) days next preceding the date of such meeting shall not be
entitled to notice of or to vote at such meeting. The Corporation may treat the
registered owner of each share of stock as the person exclusively entitled to
vote, to receive notifications and otherwise, to exercise all the rights and
powers of the owner thereof.
4. Lost Share Certificates. Unless waived in whole or in part by the Board
of Directors from time to time, any person requesting the issuance of a new
certificate in lieu of an alleged loss, destroyed, mislaid or wrongfully taken
certificate, shall (1) make an affidavit or affirmation of the facts and
circumstances surrounding the same; (2) advertise such facts to the extent and
in such manner as the Board of Directors may require; (3) give the Corporation a
bond of indemnity in form, and with one or more sureties satisfactory to the
Board, in an amount to be determined by the Board, whereupon the proper officers
may issue a new certificate.
ARTICLE VI - NOTICES
1. Contents of Notice. Whenever any notice of a meeting is required to be
given pursuant to these By-Laws or the Articles, or otherwise, the notice shall
specify the place, day and hour of the meeting and, in the case of a special
meeting or where otherwise required by law, the general nature of the business
to be transacted at such meeting.
2. Method of Notice. All notices shall be given to each person entitled
thereto, either personally or by sending a copy thereof through the mail or by
telegraph, charges pre-paid, to his address appearing on the books of the
Corporation, or supplied by him to the Corporation for the purpose of notice. If
notice is sent by mail or telegraph, it shall be deemed to have been given to
the person entitled thereto when deposited in the United States Mail or with the
telegraph office for transmission. If no address for a Shareholder appears on
the books of the Corporation and such Shareholder has not supplied the
Corporation with an address for the purpose of notice, notice deposited in the
United States Mail addressed to such Shareholder, care of General Delivery in
the City in which the Registered Office of the Corporation is located, shall be
sufficient.
3. Waiver of Notice. Whenever any written notice is required to be given by
the Articles or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice. Except in the
case of a special meeting, neither the business to be transacted at nor the
purpose of the meeting need be specified in the waiver of notice of such
meeting.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS.
1. Each Director and each officer and former Directors or officers, and any
person who may have served, at its request, as a Director or officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, shall be indemnified by the Corporation against expenses actually and
necessarily incurred by them in connection with the defense of any action, suit
or proceeding in which they, or any of them, are made parties or a party by
reason of being or having been directors or officers or a Director or officer of
the Corporation or of such other corporation, except in relation to matters as
to which any such Director or officer or former Director or officer or person
shall be adjudged, in such action, suit, or proceeding, to be liable for
negligence or misconduct in the performance of duty. Such indemnification shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any By-Laws, Agreement, vote of Shareholders, or otherwise.
ARTICLE VIII - FISCAL YEAR
1. The Board of Directors shall have the power by resolution to fix the
fiscal year of the Corporation. If the Board of Directors shall fail to do so,
the President shall fix the fiscal year.
ARTICLE IX - AMENDMENTS
1. The Shareholders entitled to vote thereon shall have the power to alter,
amend or repeal these By-Laws, by a majority of those voting, at any regular or
special meeting, duly convened after notice to the Shareholders of such purpose.
The Board of Directors, by a majority vote of those voting, shall have the power
to alter, amend and repeal these By-Laws, at any regular or special meeting duly
convened after notice of such purpose, subject always to the power of the
Shareholders to change such action.