EXHIBIT 3.2
BYLAWS
OF
O. I. CORPORATION
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Oklahoma
shall be located in the city of Oklahoma City, County of Oklahoma. The
Corporation may have such other offices, either within or without the State of
Oklahoma, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the shareholders
shall be held on the first Tuesday in the month of May at the hour of three
o'clock p.m., or such other time as may be determined by resolution of the Board
of Directors, beginning with the year 1986, for the purpose of electing
Directors and for the transaction of such other business as may come before the
meeting. If the day fixed for the annual meeting shall be a legal holiday in the
State of Oklahoma, such meeting shall be held on the next succeeding business
day. If the election of Directors shall not be held on the day designated herein
for any annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as conveniently may be.
SECTION 2. Special Meeting. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors.
SECTION 3. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Oklahoma, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Oklahoma, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of Oklahoma.
SECTION 4. Notice of Meeting. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting or if
otherwise required by law, the purpose or purposes for which the meeting is
called, shall be delivered not less than three nor more than sixty (60) days
before the date of the meeting either personally or by mail, by or at the
direction of the President or the Secretary, or the office or persons calling
the meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
transfer books of the Corporation, with postage thereon prepaid.
SECTION 5. Fixing of Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of any
dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix a time, not exceeding sixty (60)
days preceding the date of any meeting of shareholders or the day 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 shall be made or
go
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into effect, as a record date for the determination of the shareholders
entitled to notice of and to vote at such meeting or entitled to receive
payments of any such dividend, distribution, or allotment of rights, or to
exercise rights in respect to any such change, conversion, or exchange of
shares. In the event a record date shall have been fixed as aforesaid for any
specified purpose, the stock transfer books of the Corporation shall not be
closed in connection therewith.
SECTION 6. Voting Lists. The officer or agent having charge of the
stock ledger of the Corporation shall make, at least two full days before each
meeting of the shareholders, a complete list of the shareholders entitled to
vote at such meeting, or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by each shareholder,
which list, together with the stock ledger, or a duplicate thereof, shall be
kept at the place of such meeting for a period of one full day prior to the
convening of such meeting, and shall be subject to inspection at any time during
such period by any shareholder or person representing any shareholder.
Notwithstanding the foregoing, in the event the original or duplicate stock
ledger reasonably shows in understandable form all persons entitled to represent
shares at such meeting with the number of shares entitled to be voted by each
shareholder, it shall not be necessary to prepare and produce the list of
shareholders herein above referred to.
SECTION 7. Quorum. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at meeting, a majority of the shares so
represented may adjourn the meeting from time to time for not more than a total
of twenty-nine (29) days without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified. The
shareholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Any previously scheduled annual or
special meeting, may be postponed by resolution of the Board of Directors upon
public notice given prior to the date previously scheduled for such meeting. In
addition, annual or special meetings of the shareholders may be adjourned,
whether or not a quorum is present, by the President or pursuant to a resolution
of the Board of Directors. A share shall be treated as being present at a
meeting if the holder of such share is (i) present in person at the meeting; or
(ii) represented at the meeting by a valid proxy, whether the instrument
granting such proxy is marked as casting of vote or abstaining, is left blank or
does not empower such proxy to vote with respect to some or all matters to be
voted upon at the meeting.
SECTION 8. Proxies. At all meetings of shareholders, a shareholder
may vote in person or by proxy in a dated, written appointment signed by the
shareholder, which appointment shall be filed with the Secretary of the
Corporation at or before the meeting at which the shares are to be voted.
SECTION 9. Voting of Shares. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at meeting of
shareholders. The voting of shares held otherwise than by an individual shall be
governed by the provisions of the Oklahoma Business Corporation Act. In
determining the number of shares entitled to vote on any matter, shares not
voted on a matter (including elections) will not be treated as entitled to vote.
SECTION 10. Consent and Waiver of Notice.
(a) Any transactions of the shareholders of the Corporation at any
meeting thereof, regardless how or whether call was made or notice given, shall
be as valid as though transacted at a meeting duly held after regular call and
notice:
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(i) if such transactions have been or are
thereafter approved and ratified at a regular
or special shareholders' meeting held upon
regular call or notice; or
(ii) if a quorum be present either in person or by
proxy and if, either before or after the
meeting, each of the shareholders entitled to
vote and not present in person or by proxy
sign a written waiver of notice, or a consent
to the holding of such meeting, or any
approval of the minutes thereof. All such
waivers, consents or approvals shall be filed
with the Secretary or made a part of the
records of the meeting.
(b) A waiver of notice, in writing, signed by the person or persons
entitled to such notice, whether signed before or after the time stated therein,
shall be deemed equivalent to the actual giving of any such notice required by
the Oklahoma Business Corporation Act, the Articles of Incorporation of this
Corporation or by these Bylaws.
(c) Any action which pursuant to the Oklahoma Business Corporation
Act, the Articles of Incorporation of this Corporation or these Bylaws which
might be taken at a meeting of the shareholders, may be taken without a meeting
if a record or memorandum thereof be made in writing and signed by all of the
holders of shares who would be entitled to vote at meeting for such purpose and
such record or memorandum be filed with the Secretary of the Corporation and
made a part of the corporate records.
SECTION 11. Notice of Shareholder Business and
Nomination of Directors
(a) Annual Meetings of Shareholders.
(i) Nominations of persons for election to the
Board of Directors of the Corporation and the
proposal of business to be considered by the
shareholders shall only be made at an annual
meeting of shareholders (A) by or at the
direction of the Board of Directors or (B) by
any shareholder of the Corporation who was a
shareholder of record at the time of giving of
notice provided for in this Bylaw, who is
entitled to vote at the meeting and who has
complied with the notice procedures set forth
in this Section 11.
(ii) For nominations or other business to be
properly brought before an annual meeting by a
shareholder pursuant to clause (B) of
paragraph (a)(i) of this Section 11, the
shareholder must have given timely notice
thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's
notice shall be delivered to the Secretary of
the Corporation at the principal executive
offices of the Corporation not less than 60
days nor more than 90 days prior to the first
anniversary of the preceding year's annual
meeting; provided, however, that in the event
that the date of the annual meeting is
advanced by more than 30 days or delayed by
more than 60 days from such anniversary date,
notice by the shareholder to be timely must be
so delivered not earlier than the 90th day
prior to such annual meeting and not later
than the close of business on the later of (x)
the 60th day prior to such annual meeting, and
(y) the 10th day following the day on which
public announcement of the date of such
meeting is first made. Such shareholders'
notice shall set forth: (A) as to each person
whom the shareholder proposes to nominate for
election or reelection as a director all
information relating to such person that is
required to be disclosed in solicitations of
proxies for election of directors, or is
otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"),
including such person's written consent to
being named in the proxy statement as a
nominee and to serving as a director if
elected; (B) as to any
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other business that the shareholder proposes
to bring before the meeting, a brief
description of the business desired to be
brought before the meeting, the reasons for
conducting such business at the meeting and
any material interest in such business of such
shareholders and the beneficial owner, if any,
on whose behalf the proposal is made; (C) as
to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the
nomination or proposal is made (I) the name
and address of such shareholder, as they
appear on the Corporation's books, and of such
beneficial owner and (II) the class and number
of shares of the Corporation which are owned
beneficially and of record by such shareholder
and such beneficial owner.
(iii) Notwithstanding anything in the second
sentence of paragraph (a)(ii) of this Section
11 to the contrary, in the event that any
person nominated by the Board of Directors of
the Corporation for election as a director
(other than a person nominated to fill a
vacancy created by the death of a director)
was not a director or nominee named (A) in the
Corporation's proxy statement for the
preceding annual meeting or (B) in a public
announcement made by the Corporation at least
70 days prior to the first anniversary of the
preceding year's annual meeting (a "New
Nominee"), a shareholder's notice required by
this Section 11 shall also be considered
timely if it shall be delivered to the
Secretary of the Corporation at the principal
executive offices of the Corporation not later
than the close of business on the 10th day
following the day on which public announcement
is first made by the Corporation of the
election or nomination of such New Nominee to
the Board of Directors.
(iv) The Corporation shall set forth in its proxy
statement for each annual meeting of
shareholders a summary of the notice
provisions of these Bylaws relating to annual
meetings of shareholders.
(b) Special Meeting of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been brought before
the meeting pursuant to the notice of meeting. Nominations of persons for
election to the Board of Directors may be made at a special meeting of
shareholders at which directors are to be elected pursuant to the notice of
meeting (i) by or at the direction of the Board of Directors or (ii) by any
shareholder of the Corporation who (A) is a shareholder of record at the time of
giving of the notice provided for in this Section 11, (B) is entitled to vote at
the meeting and (C) complies with the notice procedures set forth in this
Section 11. Shareholders desiring to nominate persons for election to the Board
of Directors at such a special meeting of shareholders shall deliver the
shareholder's notice required by paragraph (a)(ii) of this Section 11 to the
Secretary of the Corporation at the principal executive offices of the
Corporation not earlier than the 90th day prior to such special meeting and not
later than the close of business on the later of (x) the 60th day prior to such
special meeting and (y) the 10th day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors, if any, to be elected at such
meeting.
(c) General.
(i) Only persons who are nominated in accordance
with the procedures set forth in this Section 11
shall be eligible to serve as directors. Only
such business shall be conducted at a meeting of
shareholders as shall have been brought before
the meeting in accordance with the procedures
set forth in this Section 11. The chairman of
the meeting shall have the power and duty to
determine whether a nomination or any
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business proposed to be brought before the
meeting was made in accordance with the
procedures set forth in this Section 11 and,
if any proposed nomination or business is
not in compliance with this Section 11, to
declare that such defective proposal shall
be disregarded.
(ii) For purposes of this Section 11, "public
announcement" shall mean disclosure (i) in a
press release reported by the Dow Jones New
Service, Associated Press or comparable national
news service, (ii) in a notice contained in the
Wall Street Journal or other comparable national
financial newspaper, (iii) in a document
publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to
Section 13, 14 or 15(d) of the Exchange Act or
(iv) in a general mailing by the Corporation to
its shareholders of record given in accordance
with these Bylaws.
(iii) Notwithstanding the foregoing provisions of this
Section 11, a shareholder shall also comply with
all applicable requirements of the Exchange Act
and the rules and regulations thereunder with
respect to the matters set forth in this Section
11.
SECTION 12. Conduct of Meeting. Meetings of the shareholders shall
be presided over by one of the following officers in the order of seniority and
if present and acting -- the chairman of the board, the chief executive officer,
the president, or a vice president. The secretary of the Corporation, or in his
absence, an assistant secretary, shall act as secretary of every meeting, but if
neither the secretary nor an assistant secretary is present, the chairman of the
meeting shall appoint a secretary of the meeting.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. Number, Election, Term of Office and Qualification. The
Board of directors shall be composed of five (5) members who shall be elected
annually by the shareholders. Each director elected shall hold office until his
successor shall be elected and qualified at an appropriate annual meeting of the
shareholders. Subject to any limitations specified by law or in the Articles of
Incorporation, the number of Directors may be increased to as many as (13) or
decreased to as few as three (3) by resolutions adopted 80% or more of the
members of the Board. No decrease in the number of Directors shall have the
effect of shortening the term of any incumbent Director.
SECTION 3. Regular Meeting. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than such resolution.
SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
Bylaws of O.I. Corporation 6
SECTION 5. Notice. Notice of any special meeting shall be given at
least three days prior thereto by written notice delivered personally or mailed
to each director at his business address, or by telegram. Such notice shall
specify the time, place and purpose of the meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. Any director may waive notice of any meeting. The attendance of a
director at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.
SECTION 7. Manner of Acting. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.
SECTION 8. Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, unless otherwise
provided by law. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office. Any directorship to be filled by
reason of an increase in the number of directors may be filled by the Board of
Directors for a term of office continuing only until the next selection of one
or more Directors by the shareholders or may be filled by election at an annual
meeting or at a special meeting of shareholders called for that purpose.
SECTION 9. Compensation. By resolution of the Board of Directors,
the Directors may be paid their expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 10. Presumption of Assent. A Director of the Corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the Secretary of the Corporation within two days
after the adjournment of the meeting. No director who voted in favor of such
action at the meeting shall have any right to dissent from such action.
SECTION 11. Executive Committee. The Board of Directors, by
resolution adopted by a majority of the entire Board, may designate two or more
directors to constitute an Executive Committee, which committee shall have and
exercise all of the authority of the Board of Directors in the management of the
Corporation, subject only to such limitations as may be provided by law or by
the Board of Directors, and to the further limitation that the Executive
Committee shall act only in the interval between meetings of the Board of
Directors, and shall be subject at all times to the control and direction of the
Board of Directors.
Bylaws of O.I. Corporation 7
SECTION 12. Action Without Meeting. Any action which might be taken
at a meeting of the Board of Directors or of the Executive Committee may be
taken without a meeting if a record or memorandum thereof be made in writing and
signed by all of the members of the Board of Directors or the Executive
Committee, as the case may be, and such record or memorandum is filed with and
made a part of the permanent records of the Corporation.
SECTION 13. Other Committees. In addition to the Executive Committee
which may be established pursuant to Section 11 of this Article III, the Board
of Directors, by resolution adopted by a majority of the entire Board, may
establish other committees of the Board of Directors. Each such committee shall
consist of two or more directors. The authority of each committee established by
the Board of Directors will be limited to that granted to such committee by the
Board of Directors and permitted by applicable law.
SECTION 14. Minutes. Each committee established by the Board of
Directors shall keep regular minutes of its proceedings and report the same to
the Board of Directors when required.
SECTION 15. Vacancies. The Board of Directors shall have the power
at any time to fill vacancies in, to change the membership of, and to dissolve,
any committee of the Board of Directors.
ARTICLE IV. OFFICERS
SECTION 1. Number. The officers of the Corporation shall be a
President, Vice President, a Secretary, a Treasurer and such additional Vice
Presidents, other officers, assistant officers and agents as the Board of
Directors may designate, deeming the same necessary for the transactions of the
business of the Corporation.
SECTION 2. Election and Term of Office. The officers of the
Corporation shall be elected annually by the Board of Directors at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed.
SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
SECTION 5. President. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors, unless the Board of Directors
shall designate another person to so preside. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto authorized by the
Bylaws of O.I. Corporation 8
Board of Directors, certificates for shares of the Corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
Bylaws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. Vice President. In the absence of the President or in
event of his death, inability or refusal to act, the Vice President shall
perform the duties of the President, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the President. The Vice
President shall perform such other duties as from time to time may be assigned
to him by the President or by the Board of Directors. If there be more than one
Vice President, this Section shall apply to such Vice Presidents in the same
order in which they appear in the list of officers last elected by the Board of
Directors, unless the Board of Directors shall otherwise specifically provide by
resolution.
SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of
the shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all documents the execution of which on behalf
of the Corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge of the stock transfer
books of the Corporation; and (f) 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 President or by the Board of Directors.
SECTION 8. Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due any
payable to the Corporation from any source whatsoever, and deposit all such
moneys in the name of the Corporation in such banks, trust companies or other
depositaries as shall be selected in accordance with the provisions of Article V
of these Bylaws; and (b) in general perform all of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the President or by the Board of Directors.
SECTION 9. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors and no officer shall be prevented
from receiving such salary by reason of the fact that he is also a director of
the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Bylaws of O.I. Corporation 9
SECTION 3. Checks, Drafts, etc. 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.
SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. Certificates for Shares. Certificates representing shares
of the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do and shall bear the impression of the Corporate Seal provided
for in Article IX of these Bylaws; provided, however, that in the event the
Board of Directors has appointed a Transfer Agent or Registrar, or both, for its
shares, the certificates for shares shall bear the name of such Transfer Agent
or Registrar, or both, and bear the manual signature of an authorized person of
such Transfer Agent or Registrar, or both of them, prior to issuance and the
delivery, then and in that event, the signatures and impression of the Corporate
Seal referred to herein above may be placed upon such certificates by facsimile.
All certificates for shares shall be consecutively numbered or otherwise
identified and each certificate shall bear the name or names of the registered
owner or owners thereof and the number of shares represented thereby. The
certificate number, the date of its issue, the number of shares represented
thereby and the name and address of the person or persons to whom the shares
were issued, shall be entered on the share ledger of the Corporation. All
certificates surrendered to the Corporation or its authorized agent for transfer
shall be cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of a lost, destroyed or mutilated
certificate, a new certificate may be issued therefor upon such terms and
indemnity to the Corporation and its agent or agents as the Board of Directors
may prescribe.
SECTION 2. Transfer of Shares. Transfer of shares of the Corporation
shall be made only on the stock transfer books of the Corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the Corporation,
and on surrender for cancellation of the certificate for such shares. The person
in whose name shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of
January and end on the last day of December in each year.
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ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the
Corporation may pay, dividends on its outstanding shares in the manner and upon
such terms and conditions as may be provided by law and its Articles of
Incorporation.
ARTICLE IX. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE X. AMENDMENTS
The Board of Directors shall have the power to adopt, alter or
repeal these Bylaws subject to the power of the shareholders to alter or repeal
such Bylaws, provided, however, that the Board of Directors shall not adopt or
alter any Bylaw fixing their qualifications, classifications or term of office.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted
by a vote of the shareholders representing a majority of all shares entitled to
vote, at any annual or special shareholders' meeting when the proposed amendment
has been set out in the notice of such meeting.
ARTICLE XI. INDEMNIFICATION
SECTION 1. Indemnification of Directors and Officers.
a) The Corporation shall 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 (other than an action by or in the right of the Corporation) by
reason of the fact that such person is or was, at any time prior to or during
which this Article XI is in effect, a director, officer, employee or agent of
the Corporation, or is or was, at any time prior to or during which this Article
XI is in effect, serving at the request of the Corporation as a director,
officer, employee or agent of another Corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan against reasonable expenses
(including attorneys' fees), judgments, fines, penalties, amounts paid in
settlement and other liabilities actually and reasonably incurred by such person
in connection with such action, suit or proceeding if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe that his conduct was unlawful.
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 such 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 Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
b) The Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to procure judgment in its
favor by reason of the fact that such person is or was, at any time prior to or
during which this Article XI is in effect, a director, officer, employee or
agent of the Corporation, or is or was, at any time prior to or during which
this Article XI is in effect, serving at the request of the Corporation as a
Bylaws of O.I. Corporation 11
director, officer, employee or agent of another Corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Corporation; provided, that no indemnification shall be made under this
sub-section (b) in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Corporation unless and only to the
extent that a court of appropriate jurisdiction 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 of such
expenses which the court of appropriate jurisdiction shall deem proper.
c) Any indemnification under sub-sections (a) or (b) (unless ordered
by a court of appropriate jurisdiction) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
such person is proper in the circumstances because he has met the applicable
standard of conduct set forth in sub-sections (a) and (b). Such determination
shall be made (1) by the Board of Directors by a majority vote of a quorum
consisting of directors not parties to such action, suit or proceeding; or (2)
if such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel, in written
opinion, selected by the Board of Directors; or (3) by the shareholders. In the
event a determination is made under this sub-section (c) that the director,
officer, employee or agent has met the applicable standard of conduct as to some
matters but not as to others, amounts to be indemnified may be reasonably
prorated.
d) Expenses incurred by a person who is or was a director or officer
of the Corporation in appearing at, participating in or defending any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, shall be paid by the Corporation at
reasonable intervals in advance of the final disposition of such action, suit or
proceeding upon receipt of any undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by this Article XI.
e) It is the intention of the Corporation to indemnify the persons
referred to in this Article XI to the fullest extent permitted by law and with
respect to any action, suit or proceeding arising from events which occur at any
time prior to or during which this Article XI is in effect. The indemnification
provided herein shall be applicable whether or not negligence or gross
negligence of the persons referred to in this Article XI is alleged or proven.
The indemnification and advancement of expenses provided by this Article XI
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be or become entitled under any
laws, the Certification of Incorporation, these Bylaws, agreement, the vote of
shareholders or disinterested directors or otherwise, or under any policy or
policies of insurance purchased and maintained by the Corporation on behalf of
any such person, both as to action in his official capacity and as to action in
another capacity while holding such office, 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 person.
f) The indemnification provided by this Article XI shall be subject
to all valid and applicable laws, and, in the event this Article or any of the
provisions hereof or the indemnification contemplated hereby are found to be
inconsistent with or contrary to any such valid laws, the latter shall be deemed
to control and this Article XI shall be regarded as modified accordingly, and,
as so modified, to continue in full force and effect.