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EXHIBIT 3.2
BY-LAWS
OF
BURLINGTON RESOURCES INC.
AS AMENDED THROUGH DECEMBER 6, 1995
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BY-LAWS
OF
BURLINGTON RESOURCES INC
TABLE OF CONTENTS
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ARTICLE I OFFICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1 Registered Office and Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II STOCKHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1 Annual Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 4 Notice of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 5 Fixing of Record Date for Determining Stockholders . . . . . . . . . . . . . . . . 2
Section 6 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 8 Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 9 Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 10 List of Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE III BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 1 Number, Qualification and Term of Office . . . . . . . . . . . . . . . . . . . . . 5
Section 2 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 3 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4 Removals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5 Place of Meetings; Books and Records . . . . . . . . . . . . . . . . . . . . . . . 6
Section 6 Annual Meeting of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 7 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 8 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 9 Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 10 Organization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 11 Consent of Directors in Lieu of Meeting . . . . . . . . . . . . . . . . . . . . . 7
Section 12 Telephonic Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Section 13 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
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ARTICLE IV COMMITTEES OF THE BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 1 Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2 Finance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 3 Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Section 4 Compensation and Nominating Committee . . . . . . . . . . . . . . . . . . . . . . . 9
Section 5 Committee Chairman, Books and Records . . . . . . . . . . . . . . . . . . . . . . . 10
Section 6 Alternates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 7 Other Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 8 Quorum and Manner of Acting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE V OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 1 Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 2 Election, Term of Office and Qualifications . . . . . . . . . . . . . . . . . . . . 11
Section 3 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 4 Removals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6 Compensation of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 8 President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . 12
Section 9 Executive Vice President and Chief Financial Officer . . . . . . . . . . . . . . . 13
Section 10 Executive Vice President, Law . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 12 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 13 Absence or Disability of Officers . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VI STOCK CERTIFICATES AND TRANSFER THEREOF . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 1 Stock Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2 Transfer of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 3 Transfer Agent and Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 4 Additional Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 5 Lost, Destroyed or Mutilated Certificates . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VII DIVIDENDS, SURPLUS, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE VIII SEAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE IX FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 1 Right to Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2 Right of Indemnitee to Bring Suit . . . . . . . . . . . . . . . . . . . . . . . . . 18
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Section 3 Nonexclusivity of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 4 Insurance, Contracts and Funding . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 5 Definition of Director and Officer . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 6 Indemnification of Employees and Agents of the Corporation . . . . . . . . . . . . 19
ARTICLE XI CHECKS, DRAFTS, BANK ACCOUNTS, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 1 Checks, Drafts, Etc.; Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
ARTICLE XII AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
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BY-LAWS
OF
BURLINGTON RESOURCES INC.
ARTICLE I
OFFICES
SECTION 1. REGISTERED OFFICE AND AGENT.
The registered office of the corporation is located at Corporation
Trust Center, 1209 Orange Street in the City of Wilmington, County of New
Castle, State of Delaware, and the name of its registered agent at such address
is The Corporation Trust Company.
SECTION 2. OTHER OFFICES.
The corporation may have offices at such other places both within and
without the State of Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS.
A meeting of the stockholders for the purpose of electing directors
and for the transaction of such other business as may properly be brought
before the meeting shall be held annually at ten (10) o'clock A.M. on the
third Thursday of April, or at such other time on such other day as shall be
fixed by resolution of the Board of Directors. If the day fixed for the annual
meeting shall be a legal holiday such meeting shall be held on the next
succeeding business day.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the stockholders for any purpose or purposes may
be called only by a majority of the Board of Directors, the Chairman of the
Board, or the President. (Amended February 22, 1989)
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SECTION 3. PLACE OF MEETINGS.
The annual meeting of the stockholders of the corporation shall be
held at the general offices of the corporation in the City of Houston, State of
Texas, or at such other place in the United States as may be stated in the
notice of the meeting. All other meetings of the stockholders shall be held at
such places within or without the State of Delaware as shall be stated in the
notice of the meeting. (Amended December 6, 1995)
SECTION 4. NOTICE OF MEETINGS.
4.1 Giving of Notice. Except as otherwise provided by statute,
written notice of each meeting of the stockholders, whether annual or special,
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
notice shall be given when deposited in the United States mails, postage
prepaid, directed to such stockholder at his address as it appears in the stock
ledger of the corporation. Each such notice shall state the place, date and
hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called.
4.2 Notice of Adjourned Meetings. When a meeting is adjourned to
another time and place, notice of the adjourned meeting need not be given if
the time and place thereof are announced at the meeting at which the
adjournment is given. 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.
4.3 Waiver of Notice.
4.3.1 Whenever any notice is required to be given to any stockholder
under the provisions of these By-Laws, the Certificate of Incorporation or the
General Corporation Law of Delaware, 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.
4.3.2 The attendance of a stockholder at a meeting shall constitute a
waiver of notice of such meeting, except when a stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION5. FIXING OF RECORD DATE FOR DETERMINING STOCKHOLDERS.
5.1 Meetings. For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board may fix a record date, which record date shall not precede
the date upon which the resolution fixing the record date is adopted by
the Board, and which record date shall not be more than sixty nor less than ten
days before the date of such meeting. If no record date is fixed by the Board,
the record date for
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determining stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the
close of business on the day next preceding the day on which the meeting is
held. A determination of stockholders of record entitled to notice of or to
vote at the meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board may fix a new record date for the
adjourned meeting.
5.2 Dividends, Distributions and Other Rights. For the purpose of
determining stockholders entitled to receive payment of any dividend or other
distribution or allotment of any rights or the stockholders entitled to
exercise any rights in respect of any change, conversion or exchange of stock,
or for the purpose of any other lawful action, the Board may fix a record date,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted, and which record date shall be not more than sixty
days prior to such action. If no record date is fixed, the record date for
determining stockholders for any such purpose shall be at the close of business
on the day on which the Board adopts the resolution relating thereto.
SECTION 6. QUORUM.
A majority of the outstanding shares of stock of the corporation
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at a meeting of the stockholders; provided that where a separate vote by
a class or classes or by a series of a class is required, a majority of the
outstanding shares of such class or classes or of such series of a class,
present in person or represented by proxy at the meeting, shall constitute a
quorum entitled to take action with respect to the vote on that matter. If
less than a majority of the outstanding shares entitled to vote are represented
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. If a quorum is present or
represented at a reconvened meeting following such an adjournment, any business
may be transacted that might have been transacted at the meeting as originally
called. The stockholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
SECTION 7. ORGANIZATION.
At each meeting of the stockholders, the Chairman of the Board, or in
his absence such person as shall have been designated by the Board of
Directors, or in the absence of such designation a person elected by the
holders of a majority in number of shares of stock present in person or
represented by proxy and entitled to vote, shall act as Chairman of the
meeting.
The Secretary, or in his absence or in the event he shall be presiding
over the meeting in accordance with the provisions of this Section, an
Assistant Secretary or, in the absence of the 4 Secretary and all of the
Assistant Secretaries, any person appointed by the Chairman of the meeting,
shall act as Secretary of the meeting.
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SECTION 8. VOTING.
8.1 Generally. Unless otherwise provided in the Certificate of
Incorporation or a resolution of the Board of Directors creating a series of
stock, at each meeting of the stockholders, each holder of shares of any series
or class of stock entitled to vote at such meeting shall be entitled to one
vote for each share of stock having voting power in respect of each matter upon
which a vote is to be taken, standing in his name on the stock ledger of the
corporation on the record date fixed as provided in these By-Laws for
determining the stockholders entitled to vote at such meeting. In all matters
other than the election of Directors, if a quorum is present, the affirmative
vote of the majority of the shares present in person or represented by proxy at
the meeting and entitled to vote on the subject matter shall be the act of the
stockholders, unless the vote of a greater number is required by these By-Laws,
the Certificate of Incorporation or the General Corporation Law of Delaware.
Where a separate vote by a class or classes or by a series of a class is
required, if a quorum is present, the affirmative vote of the majority of
shares of such class or classes or series of a class present in person or
represented by proxy at the meeting shall be the act of such class or classes
or series of a class.
8.2 Voting for Directors. At each election of Directors the voting
shall be by ballot. Directors shall be elected by a plurality of the votes of
the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of Directors.
8.3 Shares Held or Controlled by the Corporation. Shares of its own
capital stock belonging to the corporation, or to another corporation if a
majority of the shares entitled to vote in the election of directors of such
other corporation is held by the corporation, shall neither be entitled to vote
nor counted for quorum purposes.
8.4 Proxies. A stockholder may vote by proxy executed in writing by
the stockholder or by his attorney-in-fact. Such proxy shall be filed with
the Secretary of the corporation before or at the time of the meeting. A proxy
shall become invalid three years after the date of its execution, unless
otherwise provided in the proxy. A proxy with respect to a specified meeting
shall entitle the holder thereof to vote at any reconvened meeting following
adjournment of such meeting but shall not be valid after the final adjournment
thereof.
SECTION 9. INSPECTORS.
Prior to each meeting of stockholders, the Board of Directors shall
appoint two Inspectors who are not directors, candidates for directors or
officers of the corporation, who shall receive and determine the validity of
proxies and the qualifications of voters, and receive, inspect, count and
report to the meeting in writing the votes cast on all matters submitted to a
vote at such meeting. In case of failure of the Board of Directors to make such
appointments or in case of failure of any Inspector so appointed to act, the
Chairman of the Board shall make such appointment or fill such vacancies. Each
Inspector, immediately before entering upon his duties, shall subscribe to an
oath or affirmation faithfully to execute the duties of Inspector at such
meeting with strict impartiality and according to the best of his ability.
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SECTION 10. LIST OF STOCKHOLDERS.
The Secretary or other officer or agent having charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at said meeting, arranged in alphabetical order and showing the address of
each stockholder and the number of shares of each class and series registered
in the name of each such 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. Such 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. The stock
ledger shall be the only evidence as to who are the stockholders entitled to
examine the stock ledger, the list required by this section, or the books of
the corporation, or to vote in person or by proxy at any such meeting.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE.
The business, property and affairs of the corporation shall be managed
by a Board consisting of not less than one Director. The Board of Directors
shall from time to time by a vote of a majority of the Directors then in office
fix the specific number of Directors to constitute the Board. At each annual
meeting of stockholders a Board of Directors shall be elected by the
stockholders for a term of one year. Each Director shall serve until his
successor is elected and shall qualify.
SECTION 2. VACANCIES.
Vacancies in the Board of Directors and newly created directorships
resulting from any increase in the authorized number of Directors may be filled
by a majority of the Directors then in office, although less than a quorum, or
by a sole remaining Director, at any regular or special meeting of the Board of
Directors.
SECTION 3. RESIGNATIONS.
Any Director may resign at any time upon written notice to the
Secretary of the corporation. Such resignation shall take effect on the date
of receipt of such notice or at any later date specified therein; and the
acceptance of such resignation, unless required by the terms thereof, shall not
be necessary to make it effective. When one or more Directors shall resign
effective at a future date, a majority of the Directors then in office,
including those who have
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resigned, shall have power to fill such vacancy or vacancies to take effect
when such resignation or resignations shall become effective.
SECTION 4. REMOVALS.
Any Director may be removed, with cause, at any special meeting of the
stockholders called for that purpose, by the affirmative vote of the holders of
a majority in number of shares of the corporation entitled to vote for the
election of such Director, and the vacancy in the Board caused by any such
removal may be filled by the stockholders at such a meeting.
SECTION 5. PLACE OF MEETINGS; BOOKS AND RECORDS.
The Board of Directors may hold its meetings, and have an office or
offices, at such place or places within or without the State of Delaware as the
Board from time to time may determine.
The Board of Directors, subject to the provisions of applicable
statutes, may authorize the books and records of the corporation, and offices
or agencies for the issue, transfer and registration of the capital stock of
the corporation, to be kept at such place or places outside of the State of
Delaware as, from time to time, may be designated by the Board of Directors.
SECTION 6. ANNUAL MEETING OF THE BOARD.
The first meeting of each newly elected Board of Directors, to be
known as the Annual Meeting of the Board, for the purpose of electing officers,
designating committees and the transaction of such other business as may come
before the Board, shall be held as soon as practicable after the adjournment of
the annual meeting of stockholders, and no notice of such meeting shall be
necessary to the newly elected Directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event such meeting is not
held due to the absence of a quorum, the 8 meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the Board of Directors, or as shall be specified in a
written waiver signed by all of the newly elected Directors.
SECTION 7. REGULAR MEETINGS.
The Board of Directors shall, by resolution, provide for regular
meetings of the Board at such times and at such places as it deems desirable.
Notice of regular meetings need not be given.
SECTION 8. SPECIAL MEETINGS.
Special meetings of the Board of Directors may be called by the
Chairman of the Board or the President and shall be called by the Secretary on
the written request of three Directors on such notice as the person or persons
calling the meeting shall deem appropriate in the circumstances. Notice of
each such special meeting shall be mailed to each Director or delivered to him
by telephone, telegraph or any other means of electronic communication, in each
case
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addressed to his residence or usual place of business, or delivered to him
in person or given to him orally. The notice of meeting shall state the time
and place of the meeting but need not state the purpose thereof. Whenever any
notice is required to be given to any Director under the provisions of these
By-Laws, the Certificate of Incorporation or the General Corporation Law of
Delaware, 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. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
or any committee appointed by the Board need be specified in the waiver of
notice of such meeting. Attendance of a Director at any meeting shall
constitute a waiver of notice of such meeting except when a Director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting was not lawfully called or convened. (Amended July 7,
1992)
SECTION 9. QUORUM AND MANNER OF ACTING.
Except as otherwise provided by statute, the Certificate of
Incorporation, or these By-Laws, the presence of a majority of the total number
of Directors shall constitute a quorum for the transaction of business at any
regular or special meeting of the Board of Directors, and the act of a majority
of the Directors present at any such meeting at which a quorum is present shall
be the act of the Board of Directors. In the absence of a quorum, a majority
of the Directors present may adjourn the meeting, from time to time, until a
quorum is present. Notice of any such adjourned meeting need not be given.
SECTION 10. ORGANIZATION.
At every meeting of the Board of Directors, the Chairman of the Board
or in his absence the President or, if both of the said officers are absent, a
Chairman chosen by a majority of the Directors present shall act as Chairman of
the meeting. The Secretary, or in his absence, an Assistant Secretary, or in
the absence of the Secretary and all the Assistant Secretaries, any person
appointed by the Chairman of the meeting, shall act as Secretary of the
meeting. (Amended July 7, 1992)
SECTION 11. CONSENT OF DIRECTORS IN LIEU OF MEETING.
Unless otherwise restricted by the Certificate of Incorporation or by
these By-Laws, any action required or permitted to be taken at any meeting of
the Board of Directors, or any committee designated by the Board, may be taken
without a meeting if all members of the Board or committee consent thereto in
writing, and such written consent is filed with the minutes of the proceedings
of the Board or committee.
SECTION 12. TELEPHONIC MEETINGS.
Members of the Board of Directors, or any committee designated by the
Board of Directors, may participate in a meeting of the Board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in
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the meeting can hear each other, and participation in such a meeting shall
constitute presence in person at such meeting.
SECTION 13. COMPENSATION.
Each Director, who is not a full-time salaried officer of the
corporation or any of its wholly owned subsidiaries, when authorized by
resolution of the Board of Directors, may receive as a Director a stated salary
or an annual retainer and in addition may be allowed a fixed fee and his
reasonable expenses for attendance at each regular or special meeting of the
Board of any Committee thereof.
ARTICLE IV
COMMITTEES OF THE BOARD OF DIRECTORS
SECTION 1. EXECUTIVE COMMITTEE.
The Board of Directors may, in its discretion, designate annually an
Executive Committee consisting of not less than five Directors as it may from
time to time determine. The Committee shall have and may exercise all the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation and may authorize the seal of the corporation to
be affixed to all papers which may require it, but the Committee shall have no
power or authority to amend the Certificate of Incorporation (except that the
Committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the Board of Directors,
fix the designations and any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the corporation or the conversion into, or the exchange of such shares for,
shares of any other class or classes or any other series of the same or any
other class or classes of stock of the corporation or fix the number of shares
of any series of stock or authorize the increase or decrease of the shares of
any series), adopt an agreement of merger or consolidation, recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommend to the stockholders a dissolution
of the corporation or a revocation of a dissolution, amend the By- Laws of the
corporation, elect officers or fill vacancies on the Board of Directors or any
Committee of the Board, declare a dividend, authorize the issuance of stock, or
such other powers as the Board may from time to time eliminate.
SECTION 2. FINANCE COMMITTEE.
The Board of Directors may, in its discretion, designate annually a
Finance Committee, consisting of such number of Directors as the Board of
Directors may from time to time determine. The Committee shall monitor,
review, appraise and recommend to the Board of Directors appropriate action
with respect to the corporation's capital structure, its source of funds and
its financial position; review and recommend appropriate delegations of
authority to management on expenditures and other financial commitments; review
terms and conditions of
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financing plans; develop and recommend dividend policies and recommend to the
Board specific dividend payments; review the performance of the trustee of the
corporation's pension trust fund, and any proposed change in the investment
policy of the trustee with respect to such fund; and such other duties,
functions and powers as the Board may from time to time prescribe.
SECTION 3. AUDIT COMMITTEE.
The Board of Directors shall designate annually an Audit Committee
consisting of not less than three Directors as it may from time to time
determine, none of whom shall be officers of the corporation. The Committee
shall review with the independent accountants the corporation's financial
statements, basic accounting and financial policies and practices, competency
of control personnel, standard and special tests used in verifying the
corporation's statements of account and in determining the soundness of the
corporation's financial condition and report to the Board the results of such
reviews; review the policies and practices pertaining to publication of
quarterly and annual statements to assure consistency with audited results and
the implementing of policies and practices recommended by the independent
accountants; ensure that suitable independent audits are made of the operations
and results of subsidiary corporations and affiliates; monitor compliance with
the corporation's code of business conduct, and such other duties, functions
and powers as the Board may from time to time prescribe.
SECTION 4. COMPENSATION AND NOMINATING COMMITTEE.
The Board of Directors shall designate annually a Compensation and
Nominating Committee consisting of such number of Directors as the Board of
Directors may from time to time determine. The Committee shall review, report
and make recommendations to the Board of Directors on the following matters:
(a) The compensation of the Chief Executive Officer and all senior
officers of the corporation and its principal operating
subsidiaries reporting directly to the Chief Executive Officer
following an annual review of management's recommendations for
the individuals involved. If circumstances involving
individuals require a salary adjustment between such reviews, a
recommendation may be made directly to the Board of Directors
by the Chief Executive Officer without the necessity of a
meeting of the Compensation and Nominating Committee.
(b) The size and composition of the Board and nominees for
Directors; evaluate the performance of the officers of the
corporation and together with management, select and recommend
to the Board appropriate individuals for election, appointment
and promotion as officers of the corporation and ensure the
continuity of able capable management.
(c) Any proposed stock option plans, stock purchase plans,
retirement plans, and any other plans, systems and practices of
the corporation relating to the compensation of any employees of
the corporation and any proposed plans
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of any subsidiary company involving the issuance or purchase of
capital stock of the corporation.
(d) Such other matters as the Board may from time to time prescribe.
The Committee shall carry out the duties assigned to the Committee
under any existing stock option plans or other existing compenstion or benefit
plans; and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe. (Amended July 7, 1992 and
December 6, 1995)
SECTION 5. COMMITTEE CHAIRMAN, BOOKS AND RECORDS.
Each Committee shall elect a Chairman to serve for such term as it may
determine, shall fix its own rules of procedure and shall meet at such times
and places and upon such call or notice as shall be provided by such rules. It
shall keep a record of its acts and proceedings, and all action of the
Committee shall be reported to the Board of Directors at the next meeting of
the Board.
SECTION 6. ALTERNATES.
Alternate members of the Committees prescribed by this Article IV may
be designated by the Board of Directors from among the Directors to serve as
occasion may require. Whenever a quorum cannot be secured for any meeting of
any such Committee from among the regular members thereof and designated
alternates, the member or members of such Committee present at such meeting and
not disqualified from voting, whether or not he or they constitute a quorum,
may unanimously appoint another member of the Board to act at the meeting in
the place of such absent or disqualified member.
Alternative members of such Committees shall receive a reimbursement
for expenses and compensation at the same rate as regular members of such
Committees.
SECTION 7. OTHER COMMITTEES.
The Board of Directors may designate such other Committees, each to
consist of two or more Directors, as it may from time to time determine, and
each such Committee shall serve for such term and shall have and may exercise,
during intervals between meetings of the Board of Directors, such duties,
functions and powers as the Board of Directors may from time to time prescribe.
SECTION 8. QUORUM AND MANNER OF ACTING.
At each meeting of any Committee the presence of a majority of the
members of such Committee, whether regular or alternate, shall be necessary to
constitute a quorum for the transaction of business, and if a quorum is present
the concurrence of a majority of those present shall be necessary for the
taking of any action; provided, however, that no action may be taken
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by the Executive Committee or the Finance Committee when two or more officers of
the corporation are present as members at a meeting of either such Committee
unless such action shall be concurred in by the vote of two or more members of
such Committee who are not officers of the corporation.
ARTICLE V
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be a Chairman of the Board, a
President and Chief Executive Officer, an Executive Vice President and Chief
Financial Officer, an Executive Vice President, Law, a Secretary, a Treasurer,
and such other officers as may be elected or appointed by the Board of
Directors. Any number of offices may be held by the same person. (Amended July
7, 1992 and December 6, 1995)
SECTION 2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS.
The officers of the corporation shall be elected annually by the Board
of Directors. Each officer elected by the Board of Directors shall hold office
until his successor shall have been duly elected and qualified, or until he
shall have died, resigned or been removed in the manner hereinafter provided.
SECTION 3. RESIGNATIONS.
Any officer may resign at any time upon written notice to the
Secretary of the corporation. Such resignation shall take effect at the date
of its receipt, or at any later date specified therein; and the acceptance of
such resignation, unless required by the terms thereof, shall not be necessary
to make it effective.
SECTION 4. REMOVALS.
Any officer elected or appointed by the Board of Directors may be
removed, with or without cause, by the Board of Directors at a regular meeting
or special meeting of the Board. Any officer or agent appointed by any officer
or committee may be removed, either with or without cause, by such appointing
officer or committee.
SECTION 5. VACANCIES.
Any vacancy occurring in any office of the corporation shall be filled
for the unexpired portion of the term in the same manner as prescribed in these
By-Laws for regular election or appointment to such office.
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SECTION 6. COMPENSATION OF OFFICERS.
The compensation of all officers elected by the Board of Directors
shall be approved or authorized by the Board of Directors or by the President
and Chief Executive Officer when so authorized by the Board of Directors or
these By- Laws. (Amended July 7, 1992 and December 6, 1995)
SECTION 7. CHAIRMAN OF THE BOARD.
The Chairman of the Board shall, when present, preside at all meetings
of the stockholders and of the Board of Directors; have authority to call
special meetings of the stockholders and of the Board of Directors; have
authority to sign and acknowledge in the name and on behalf of the corporation
all stock certificates, contracts or other documents and instruments except
when the signing thereof shall be expressly delegated to some other officer or
agent by the Board of Directors or required by law to be otherwise signed or
executed and, unless otherwise provided by law or by the Board of Directors,
may authorize any officer, employee or agent of the corporation to sign,
execute and acknowledge in his place and stead all such documents and
instruments. He shall consult with the President and Chief Executive Officer
regarding the strategic direction and business and affairs of the corporation
and shall have such other powers and perform such other duties as from time to
time may be assigned to him by the Board of Directors or the Executive
Committee. (Amended July 7, 1992 and December 6, 1995)
SECTION 8. PRESIDENT AND CHIEF EXECUTIVE OFFICER.
The President and Chief Executive Officer shall, in the absence of the
Chairman of the Board, preside at all meetings of the stockholders and of the
Board of Directors and have authority to call special meetings of the
stockholders and of the Board of Directors. The President and Chief Executive
Officer shall have general authority over the property, business and affairs of
the corporation, and over all other officers, agents and employees of the
corporation, subject to the control and direction of the Board of Directors and
the Executive Committee, including the power to sign and acknowledge in the name
and on behalf of the corporation all stock certificates, contracts or other
documents and instruments except when the signing thereof shall be expressly
delegated to some other officer or agent by the Board of Directors or required
by law to be otherwise signed or executed and, unless otherwise provided by law
or by the Board of Directors, may authorize any officer, employee or agent of
the corporation to sign, execute and acknowledge in his place and stead all such
documents and instruments; he shall fix the compensation of officers of the
corporation other than his own compensation and that of the senior officers of
the corporation and its principal operating subsidiaries reporting directly to
him; and he shall approve proposed employee compensation and benefit plans of
subsidiary companies not involving the issuance or purchase of capital stock of
the corporation.
The President and Chief Executive Officer is hereby authorized,
without further approval of the Finance Committee or the Board of Directors:
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(a) To approve any expenditure by the corporation of up to $20 million for
those expenditure categories presented to the Board of Directors in the
annual budget and up to $10 million for any expenditure categories not
presented, including investments, leases, options to purchase or lease
assets, business acquisitions and land purchases.
(b) To approve individual cost overruns of up to 10% of any amounts
approved by or presented to the Board of Directors.
(c) To approve disposition of assets and interests in securities of
subsidiaries or related commitments, provided that the aggregate
market value of the assets being disposed of in any one such
transaction does not exceed $10 million.
(d) To enter into leases or extensions thereof and other agreements with
respect to the assets of the corporation, including interests in
minerals and real estate, for a term of not more than 10 years or for
an unlimited term if the aggregate initial rentals, over the term of
the lease, including renewal options, do not exceed $3 million.
(e) To approve increases in the capital budgets of the corporation's
operating subsidiaries provided such increases in the aggregate do not
exceed 10% of the corporation's capital budget for the fiscal year.
(f) To approve in emergency situations commitments in excess of the
above-described limits provided they are in the interests of the
corporation.
The above delegation of authority does not authorize the corporation or its
subsidiaries to make a significant change in its business or to issue the
corporation's capital stock without the specific approval of the Board of
Directors. Notwithstanding these limitations, the President and Chief
Executive Officer shall have such power and authority as is usual, customary
and desirable to perform all the duties of the office. (Amended July 7, 1992
and December 6, 1995)
SECTION 9. EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER.
The Executive Vice President and Chief Financial Officer shall have
responsibility for development and administration of the corporation's
financial plans and all financial arrangements, its insurance programs, its
cash deposits and short term investments, its accounting policies, and its
federal and state tax returns. Such officer shall also be responsible for the
corporation's internal control procedures and for its relationship with the
financial community. (Amended July 7, 1992 and December 6, 1995)
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SECTION 10. EXECUTIVE VICE PRESIDENT, LAW.
The Executive Vice President, Law shall be the chief legal advisor of
the corporation and shall have charge of the management of the legal affairs
and litigation of the corporation. (Amended July 7, 1992 and December 6,
1995)
SECTION 11. SECRETARY.
The Secretary shall record the proceedings of the meetings of the
stockholders and directors, in one or more books kept for that purpose; see
that all notices are duly given in accordance with the provisions of the
By-Laws or as required by law; have charge of the corporate records and of the
seal of the corporation; affix the seal of the corporation or a facsimile
thereof, or cause it to be affixed, to all certificates for shares prior to the
issue thereof and to all documents the execution of which on behalf of the
corporation under its seal is duly authorized by the Board of Directors or
otherwise in accordance with the provisions of the By-Laws; keep a register of
the post office address of each stockholder, director or member, sign with the
Chairman of the Board or the President, certificates for shares of stock of the
corporation, the issuance of which shall have been duly authorized by
resolution of the Board of Directors; have general charge of the stock transfer
books of the corporation; and in general, perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Board of Directors, the Executive Committee, the Chairman of the
Board, the President, or the Executive Vice President, Law. (Amended July 7,
1992 and December 6, 1995)
SECTION 12. TREASURER.
The Treasurer shall have the responsibility for the custody and
safekeeping of all funds of the corporation and shall have charge of their
collection, receipt and disbursement; shall receive and have authority to sign
receipts for all monies paid to the corporation and shall deposit the same in
the name and to the credit of the corporation in such banks or depositories as
the Board of Directors shall approve; shall endorse for collection on behalf of
the corporation all checks, drafts, notes and other obligations payable to the
corporation; shall sign or countersign all notes, endorsements, guaranties and
acceptances made on behalf of the corporation when and as directed by the Board
of Directors; shall give bond for the faithful discharge of his duties in such
sum and with such surety or sureties as the Board of Directors may require;
shall have the responsibility for the custody and safekeeping of all securities
of the corporation; and in general shall have such other powers and perform
such other duties as are incident to the office of Treasurer and as from time
to time may be prescribed by the Board of Directors or be delegated to him by
the Chairman of the Board, the President or the Executive Vice President and
Chief Financial Officer. (Amended July 7, 1992 and December 6, 1995)
SECTION 13. ABSENCE OR DISABILITY OF OFFICERS.
In the absence or disability of the Chairman of the Board or the
President, the Board of Directors may designate, by resolution, individuals to
perform the duties of those absent or
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disabled. The Board of Directors may also delegate this power to a committee or
to a senior corporate officer. (Amended July 7, 1992)
ARTICLE VI
STOCK CERTIFICATES AND TRANSFER THEREOF
SECTION 1. STOCK CERTIFICATES.
Except as otherwise permitted by statute, the Certificate of
Incorporation or resolution or resolutions of the Board of Directors, 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 of the Board, the
President, or a Vice President, and by the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary of the corporation, certifying the
number of shares, and the class and series thereof, owned by him in the
corporation. Any and all of the signatures on the certificate may be a
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. (Amended July
7, 1992)
SECTION 2. TRANSFER OF STOCK.
Transfer of shares of the capital stock of the corporation shall be
made only on the books of the corporation by the holder thereof, or by his
attorney duly authorized, and on surrender of the certificate or certificates
for such shares. A person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof as regards the corporation,
and the corporation shall not, except as expressly required by statute, be
bound to recognize any equitable or other claim to, or interest in, such shares
on the part of any other person whether or not it shall have express or other
notice thereof.
SECTION 3. TRANSFER AGENT AND REGISTRAR.
The corporation shall at all times maintain a transfer office or
agency in the Borough of Manhattan, The City of New York, in charge of a
transfer agent designated by the Board of Directors (who shall have custody,
subject to the direction of the Secretary, of the original stock ledger and
stock records of the corporation), where the shares of the capital stock of the
corporation of each class shall be transferable, and also a registry office in
the Borough of Manhattan, The City of New York, other than its transfer office
or agency in said city, in charge of a registrar designated by the Board of
Directors, where its stock of each class shall be registered. The corporation
may, in addition to the said offices, if and whenever the Board of Directors
shall so determine, maintain in such place or places as the Board shall
determine, one or more additional transfer offices or agencies, each in charge
of a transfer agent designated by the Board, where the shares of capital stock
of the corporation of any class or classes shall be
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transferable, and also one or more additional registry offices, each in charge
of a registrar designated by the Board of Directors, where such shares of stock
of any class or classes shall be registered. Except as otherwise provided by
resolution of the Board of Directors in respect of temporary certificates, no
certificates for shares of capital stock of the corporation shall be valid
unless countersigned by a transfer agent and registered by a registrant
authorized as aforesaid.
SECTION 4. ADDITIONAL REGULATIONS.
The Board of Directors may make such additional rules and regulations
as it may deem expedient concerning the issue, transfer and registration of
certificates for shares of the capital stock of the corporation.
SECTION 5. LOST, DESTROYED OR MUTILATED CERTIFICATES.
The Board of Directors may provide for the issuance of new
certificates of stock to replace certificates of stock lost, stolen, mutilated
or destroyed, or alleged to be lost, stolen, mutilated or destroyed, upon such
terms and in accordance with such procedures as the Board of Directors shall
deem proper and prescribe.
ARTICLE VII
DIVIDENDS, SURPLUS, ETC.
Except as otherwise provided by statute or the Certificate of
Incorporation, the Board of Directors may declare dividends upon the shares of
its capital stock either (1) out of its surplus, or (2) in case there shall be
no surplus, out of its net profits for the fiscal year, whenever, and in such
amounts as, in its opinion, the condition of the affairs of the corporation
shall render it advisable. Dividends may be paid in cash, in property, or in
shares of the capital stock of the corporation.
ARTICLE VIII
SEAL
The Board of Directors shall adopt a suitable corporate seal which
shall be in the form imprinted hereon. The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or in any other manner reproduced.
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ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of
January of each year.
ARTICLE X
INDEMNIFICATION
SECTION 1. RIGHT TO INDEMNIFICATION.
Each person who was or is made a party or is threatened to be made a
party to or is involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a Director or officer of the corporation or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a Director, officer, employee or agent or in
any other capacity while serving as such a director, officer, employee or agent,
shall be indemnified and held harmless by the corporation to the full extent
authorized by the Delaware General Corporation Law, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the extent
that such amendment permits the corporation to provide broader indemnification
rights than said law permitted the corporation to provide prior to such
amendment), or by other applicable law as then in effect, against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts to be paid in settlement) actually and reasonably
incurred or suffered by such indemnitee in connection therewith and such
indemnification shall continue as to an indemnitee who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
indemnitee's heirs, executors and administrators, provided, however, that except
as provided in Section 2 of this Article with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such proceeding (or part thereof)
was authorized by the Board of Directors of the corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the corporation the expenses incurred in
defending any such proceeding in advance of its final disposition (hereinafter
an "advancement of expenses"); provided, however, that, if the Delaware General
Corporation Law requires, an advancement of expenses incurred by an indemnitee
in his or her capacity as a Director or officer (and not in any other capacity
in which service was or is rendered by such indemnitee while a Director or
officer, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the corporation of an undertaking, by or on
behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be
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determined that such indemnitee is not entitled to be indemnified under this
Section 1, or otherwise.
SECTION 2. RIGHT OF INDEMNITEE TO BRING SUIT.
If a claim under Section 1 of this Article is not paid in full by the
corporation within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the corporation to recover the unpaid
amount of the claim and, to the extent successful in whole or in part, the
indemnitee shall be entitled to be paid also the expense of prosecuting such
suit. The indemnitee shall be presumed to be entitled to indemnification under
this Article upon submission of a written claim (and, in an action brought to
enforce a claim for an advancement of expenses, where the required undertaking,
if any is required, has been tendered to the corporation), and thereafter the
corporation shall have the burden of proof to overcome the presumption that the
indemnitee is not so entitled. Neither the failure of the corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
suit that indemnification of the indemnitee is proper in the circumstances nor
an actual determination by the corporation (including its Board of Directors,
independent legal counsel or its stockholders) that the indemnitee is not
entitled to indemnification shall be a defense to the suit or create a
presumption that the indemnitee is not so entitled.
SECTION 3. NONEXCLUSIVITY OF RIGHTS.
The rights to indemnification and to the advancement of expenses
conferred in this Article shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, By-Law, agreement, vote of stockholders or
disinterested Directors or otherwise.
SECTION 4. INSURANCE, CONTRACTS AND FUNDING.
The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or loss
under the Delaware General Corporation Law. The corporation may enter into
contracts with any indemnitee in furtherance of the provisions of this Article
and may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as provided in this
Article.
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SECTION 5. DEFINITION OF DIRECTOR AND OFFICER.
Any person who is or was serving as a Director or officer of a wholly
owned subsidiary of the corporation shall be deemed, for purposes of this
Article only, to be a Director or officer of the corporation entitled to
indemnification under this Article.
SECTION 6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE
CORPORATION.
The corporation may, by action of the Board of Directors from time to
time, grant rights to indemnification and advancement of expenses to employees
and agents of the corporation with the same scope and effect as the provisions
of this Article with respect to the indemnification and advancement of expenses
of Directors and officers of the corporation.
ARTICLE XI
CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
SECTION 1. CHECKS, DRAFTS, ETC.; LOANS.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by resolution of the
Board of Directors. No loans shall be contracted on behalf of the corporation
unless authorized by the Board of Directors. Such authority may be general or
confined to specific circumstances. (Amended July 7, 1992)
SECTION 2. DEPOSITS.
All funds of the corporation shall be deposited, from time to time, to
the credit of the corporation in such banks, trust companies or other
depositories as the Board of Directors may select, or as may be selected by any
officer or officers, agent or agents of the corporation to whom such power may,
from time to time, be delegated by the Board of Directors; and for the purpose
of such deposit, the Chairman of the Board, the President, any Vice President,
the Treasurer or any Assistant Treasurer, the Secretary or any Assistant
Secretary, or any other officer or agent to whom such power may be delegated by
the Board of Directors, may endorse, assign and deliver checks, drafts and
other order for the payment of money which are payable to the order of the
corporation.
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ARTICLE XII
AMENDMENTS
These By-Laws may be altered or repealed and new By-Laws may be made
by the affirmative vote, at any meeting of the Board, of a majority of the
whole Board of Directors, subject to the rights of the stockholders of the
corporation to amend or repeal By-Laws made or amended by the Board of
Directors by the affirmative vote of the holders of record of a majority in
number of shares of the outstanding stock of the corporation present or
represented at any meeting of the stockholders and entitled to vote thereon,
provided that notice of the proposed action be included in the notice of such
meeting.
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