EXHIBIT 3.19
GRASSO PRODUCTION MANAGEMENT, INC.
ADOPTED ON JANUARY 26, 1998
BYLAWS
ARTICLE I
OFFICES
SECTION 1.01 PRINCIPAL PLACE OF BUSINESS. The principal place
of business of the corporation and the office of its transfer agent or registrar
may be located outside the State of Texas.
SECTION 1.02 OTHER OFFICES. The corporation may also have
offices at such other places both within and without the State of Texas as the
board of directors may from time to time determine or the business of the
corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
SECTION 2.01 TIME AND PLACE OF MEETINGS. Meetings of
shareholders for any purpose may be held at such time and place within or
without the State of Texas as shall be stated in the notice of the meeting or in
a duly executed waiver of notice thereof.
SECTION 2.02 ANNUAL MEETING. The annual meeting of
shareholders shall be held annually at such date and time as shall be designated
from time to time by the board of directors and stated in the notice of meeting.
SECTION 2.03 SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes may be called by the president and
shall be called by the president or secretary at the request in writing of a
majority of the board of directors, or at the request in writing of shareholders
owning at least ten percent of all the shares entitled to vote at the meetings.
A request for a special meeting shall state the purpose or purposes of the
proposed meeting, and business transacted at any special meeting of shareholders
shall be limited to the purposes stated in the notice.
SECTION 2.04 NOTICE OF MEETING. Written notice stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder entitled to
vote at such meeting.
SECTION 2.05 QUORUM. The holders of a majority of the shares
issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall
constitute a quorum at all meetings of the shareholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, a quorum shall not be present or represented at any
meeting of the shareholders, the shareholders entitled to vote thereat, present
in person or represented by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. After an adjournment, at any reconvened
meeting any business may be transacted that might have been transacted if the
meeting had been held in accordance with the original notice thereof, provided a
quorum shall be present or represented thereat.
SECTION 2.06 VOTE REQUIRED. With respect to any matter, other than
the election of directors, the affirmative vote of the holders of a majority of
the shares entitled to vote on that matter and represented in person or by proxy
at a meeting of shareholders at which a quorum is present, shall decide such
matter, unless the matter is one upon which a different vote is required by law
or by the articles of incorporation. Unless otherwise required by law or by the
articles of incorporation, directors shall be elected by a plurality of the
votes cast by the holders of shares entitled to vote in the election of
directors at a meeting of shareholders at which a quorum is present.
SECTION 2.07 VOTING; PROXIES. Each outstanding share having voting
power shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. Any shareholder may vote either in person or by proxy
executed in writing by the shareholder. A telegram, telex, cablegram or similar
transmission by the shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing executed by the shareholder shall be treated
as an execution in writing for purposes of this Section 2.07.
SECTION 2.08 ACTION WITHOUT MEETING. Any action required to, or
which may, be taken at any annual or special meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if a consent
or consents in writing, setting forth the action so taken shall be signed by the
holder or holders of all the shares entitled to vote with respect to the action
that is the subject of the consent. A telegram, telex, cablegram or similar
transmission by a shareholder, or a photographic, photostatic, facsimile or
similar reproduction of a writing signed by a shareholder, shall be regarded as
signed by a shareholder for purposes of this Section 2.08.
ARTICLE III
DIRECTORS
SECTION 3.01 POWERS. The powers of the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors.
SECTION 3.02 NUMBER, ELECTION AND TERM. The number of directors
that shall constitute the whole board of directors shall be not less than one.
Such number of directors shall from time to time be fixed and determined by the
directors or the shareholders and shall be set forth in the notice of any
meeting of shareholders held for the purpose of electing directors. The
directors shall be elected at the annual meeting of shareholders, except as
provided in Section
-2-
3.03 of these bylaws, and each director elected shall hold office until his
successor shall be elected and qualify. Directors need not be residents of Texas
or shareholders of the corporation.
SECTION 3.03 VACANCIES. Any vacancy occurring in the board of
directors may be filled by election at an annual meeting or special meeting of
shareholders called for that purpose or by a majority of the remaining directors
though less than a quorum of the board of directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office.
SECTION 3.04 CHANGE IN NUMBER. The number of directors may be
increased or decreased from time to time as provided in these bylaws but no
decrease shall have the effect of shortening the term of any incumbent director.
Any directorship to be filled by reason of an increase in the number of
directors may be filled by election at an annual or special meeting of
shareholders or may be filled by the board of directors for a term of office
continuing only until the next election of one or more directors by the
shareholders; provided that the board of directors may not fill more than two
such directorships during the period between any two successive annual meetings
of shareholders.
SECTION 3.05 REMOVAL. Any director may be removed either for or
without cause at any special meeting of shareholders duly called and held for
such purpose.
SECTION 3.06 PLACE OF MEETINGS. Meetings of the board of
directors, regular or special, may be held either within or without the State of
Texas.
SECTION 3.07 REGULAR MEETINGS The first meeting of each newly
elected board of directors shall be held at such time and place as shall be
fixed by the vote of the shareholders at the annual meeting 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 that
the shareholders fail to fix the time and place of such first meeting, it shall
be held without notice immediately following the annual meeting of shareholders,
and at the same place, unless by the unanimous consent of the directors then
elected and serving such time or place shall be changed.
SECTION 3.08 NOTICE OF REGULAR MEETINGS. Regular meetings of the
board of directors may be held upon such notice, or without notice, and at such
time and at such place as shall from time to time be determined by the board.
SECTION 3.09 SPECIAL MEETINGS Special meetings of the board of
directors may be called by the chairman of the board of directors or the
president and shall be called by the secretary on the written request of a
majority of the directors. Notice of each special meeting of the board of
directors shall be given to each director at least two days before the date of
the meeting.
SECTION 3.10 WAIVER AND REQUIREMENTS OF NOTICE. Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened. Except as may be otherwise provided by law or by the
articles of incorporation or by these bylaws, neither the business to be
transacted at, nor the purpose of,
-3-
any regular or special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting.
SECTION 3.11 QUORUM VOTE REQUIRED. At all meetings of the board of
directors a majority of the directors shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, unless otherwise specifically provided by law, the articles of
incorporation or these bylaws. If a quorum shall not be present at any meeting
of directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 3.12 COMMITTEES. The board of directors, by resolution
passed by a majority of the full board, may from time to time designate a member
or members of the board to constitute committees that shall in each case consist
of one or more directors and may designate one or more of its members as
alternate members of any committee, who may, subject to any limitations imposed
by the board of directors, replace absent or disqualified members at any meeting
of that committee. Any such committee shall have and may exercise such powers,
as the board may determine and specify in the respective resolutions appointing
them. A majority of all the members of any such committee may determine its
action and fix the time and place of its meetings, unless the board of directors
shall otherwise provide. The board of directors shall have power at any time to
change the number, subject as aforesaid, and members of any such committee, to
fill vacancies and to discharge any such committee.
SECTION 3.13 ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the board of directors or any committee
may be taken without a meeting if a consent in writing, setting forth the action
so taken, is signed by all the members of the board of directors or committee,
as the case may be.
SECTION 3.14 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, or a meeting of a committee thereof, and
may be paid a fixed sum for attendance at each meeting of the board of
directors, or a meeting of a committee thereof, 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.
ARTICLE IV
NOTICES
SECTION 4.01 FORM OF NOTICE; DELIVERY. Any notice to directors or
shareholders shall be in writing and shall be delivered personally or mailed to
the directors or shareholders at their respective addresses appearing on the
books of the corporation. Notice by mail shall be deemed to be given at the time
when the same shall be deposited in the United States mail, postage prepaid.
Notice to directors may also be given by telegram, telex, cablegram, facsimile
or other similar transmission.
-4-
SECTION 4.02 WAIVER. Whenever any notice is required to be given
under the provisions of the statutes or of the articles of incorporation or of
these bylaws, 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.
ARTICLE V
OFFICERS
SECTION 5.01 OFFICERS. The officers of the corporation shall be
elected by the board of directors and shall consist of a president and a
secretary, neither of whom need be a member of the board of directors. Two or
more offices may be held by the same person.
SECTION 5.02 ADDITIONAL OFFICERS. The board of directors may also
elect a chairman of the board, a vice chairman of the board, an assistant
president, a treasurer, and one or more vice presidents, assistant secretaries
and assistant treasurers. The board of directors may appoint such other officers
and assistant officers and agents as it shall deem necessary, who shall hold
their offices for such terms and shall have such authority and exercise such
powers and perform such duties as shall be determined from time to time by the
board by resolution not inconsistent with these bylaws.
SECTION 5.03 COMPENSATION. The salaries of all officers and agents
of the corporation shall be fixed by the board of directors. The board of
directors shall have the power to enter into contracts for the employment and
compensation of officers for such terms as the board deems advisable.
SECTION 5.04 TERM; REMOVAL; VACANCIES. The officers of the
corporation shall hold office until their successors are elected or appointed
and qualify, or until their death or until their resignation or removal from
office. Any officer elected or appointed by the board of directors may be
removed at any time by the board, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed. Election or appointment
of an officer or agent shall not of itself create contract rights. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the board of directors.
SECTION 5.05 CHAIRMAN OF THE BOARD. The chairman of the board, if
one is elected, shall preside at all meetings of the board of directors and
shall have such other powers and duties as may from time to time be prescribed
by the board of directors, upon written directions given to him pursuant to
resolutions duly adopted by the board of directors.
SECTION 5.06 VICE CHAIRMAN OF THE BOARD. The vice chairman of the
board, if one is elected, shall, in the absence or disability of the chairman of
the board, perform the duties and have the authority and exercise the powers of
the chairman of the board. He shall perform such other duties and have such
other authority and powers as the board of directors may from time to time
prescribe or as the chairman of the board may from time to time delegate.
SECTION 5.07 PRESIDENT. The president shall be the chief executive
officer of the corporation, shall have general and active management of the
business of the corporation and
-5-
shall see that all orders and resolutions of the board of directors are carried
into effect. He shall preside at all meetings of the shareholders.
SECTION 5.08 VICE PRESIDENTS The vice presidents in the order of
their seniority, unless otherwise determined by the board of directors, shall,
in the absence or disability of the president, perform the duties and have the
authority and exercise the powers of the president. They shall perform such
other duties and have such other authority and powers as the board of directors
may from time to time prescribe or as the president may from time to time
delegate.
SECTION 5.09 SECRETARY. The secretary shall attend all meetings of
the board of directors and all meetings of shareholders and record all of the
proceedings of the meetings of the board of directors and of the shareholders in
a minute book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the board of
directors, and shall perform such other duties as may be prescribed by the board
of directors or president, under whose supervision he shall be. He shall keep in
safe custody the seal of the corporation and, when authorized by the board of
directors, shall affix the same to any instrument requiring it and, when so
affixed, it shall be attested by his signature or by the signature of an
assistant secretary or of the treasurer. The secretary shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
SECTION 5.10 ASSISTANT SECRETARIES. The assistant secretaries in
the order of their seniority, unless otherwise determined by the board of
directors, shall, in the absence or disability of the secretary, perform the
duties and exercise the powers of the secretary. They shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
SECTION 5.11 TREASURER. The treasurer, if one is elected, shall
have custody of the corporate funds and securities and shall keep full and
accurate accounts and records of receipts, disbursements and other transactions
in books belonging to the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation in such
depositories as may be designated from time to time by the board of directors.
The treasurer shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render the president and the board of directors, when so directed, an account of
all his transactions as treasurer and of the financial condition of the
corporation. The treasurer shall perform such other duties and have such other
powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate. If required by the board of directors,
the treasurer shall give the corporation a bond of such type, character and
amount as the board of directors may require.
SECTION 5.12 ASSISTANT TREASURERS. The assistant treasurers in the
order of their seniority, unless otherwise determined by the board of directors,
shall, in the absence or disability of the treasurer, perform the duties and
exercise the powers of the treasurer. They shall perform such other duties and
have such other powers as the board of directors may from time to time prescribe
or the president may from time to time delegate.
-6-
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
SECTION 6.01 CERTIFICATES. The shares of the corporation shall be
represented by certificates signed by the president or a vice president and the
secretary or an assistant secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof.
SECTION 6.02 FACSIMILE SIGNATURES. The signatures of the president
or a vice president and the secretary or an assistant secretary upon a
certificate may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon such certificate shall have ceased to
be such officer before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of its
issue.
SECTION 6.03 LOST CERTIFICATES. The board of directors may direct
a new certificate to be issued in place of any certificate theretofore issued by
the corporation alleged to have been lost or destroyed. When authorizing such
issue of a new certificate, the board of directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient and may require such indemnities as it deems
adequate to protect the corporation from any claim that maybe made against it
with respect to any such certificate alleged to have been lost or destroyed.
SECTION 6.04 TRANSFERS. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto and the old certificate canceled and the transaction recorded upon the
transfer records of the corporation.
SECTION 6.05 CLOSING OF TRANSFER RECORDS. For the purpose of
determining shareholders (i) entitled to notice of or to vote at any meeting of
shareholders, or, after an adjournment thereof, at any reconvened meeting, (ii)
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the corporation of any of its own shares) or a share
dividend or (iii) for any other proper purpose (other than determining
shareholders entitled to consent to action by shareholders proposed to be taken
without a meeting of shareholders), the board of directors may provide that the
share transfer records shall be closed for a stated period but not to exceed, in
any case, sixty days. If the share transfer records shall be closed for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such records shall be closed for at least ten days
immediately preceding such meeting. In lieu of closing the share transfer
records, the board of directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than sixty days and, in the case of a meeting of shareholders, not less than ten
days, prior to the date on which the particular action requiring such
determination of shareholders, is to be taken. If the share transfer records are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive a distribution (other than a distribution involving a
purchase or redemption by the corporation of any of its own shares) or a share
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the board of directors
-7-
declaring such distribution or share dividend is adopted, as the case may be,
shall be the record date for such determination of shareholders. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made as provided in this Section 6.05, such determination shall be
applied after an adjournment thereof to any reconvened meeting except where the
determination has been made through the closing of the share transfer records
and the stated period of closing has expired.
SECTION 6.06 FIXING RECORD DATES FOR CONSENTS TO ACTION. Unless a
record date shall have previously been fixed or determined, whenever action by
shareholders is proposed to be taken by consent in writing without a meeting of
shareholders, the board of directors may fix a record date for the purpose of
determining shareholders entitled to consent to that action which record date
shall not precede, and shall not be more than ten days after, the date upon
which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors and prior
action of the board of directors is not required by law, the record date for
determining shareholders entitled to consent to action in writing without a
meeting shall be the first date on which a signed written consent setting forth
the action taken proposed to be taken is delivered to the corporation in the
manner required by Section 2.08 of these bylaws. If no record date shall have
been fixed by the board of directors and prior action of the board of directors
is required by law, the record date for determining shareholders entitled to
consent to action in writing without a meeting shall be at the close of business
on the date on which the board of directors adopts a resolution taking such
prior action.
SECTION 6.07 REGISTERED SHAREHOLDERS. Except as otherwise required
by law, the corporation shall be entitled to regard the person in whose name any
shares are registered in the share transfer records at any particular time as
the owner of those shares at that time for purposes of voting those shares,
receiving distributions, share dividends or notices in respect thereof,
transferring those shares, exercising rights of dissent with respect to those
shares, exercising or waiving any preemptive right with respect to those shares,
entering into agreements with respect to those shares or giving proxies with
respect to those shares. Except as otherwise required by law, neither the
corporation nor any of its officers, directors, employees or agents shall be
liable for regarding that person as the owner of those shares at that time for
those purposes, regardless of whether that person does not possess a certificate
for those shares.
SECTION 6.08 LIST OF SHAREHOLDERS. The officer or agent having
charge of the transfer books for shares shall make, at least ten days before
each meeting of shareholders, a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address of each
and the number of shares held by each, which list, for a period of ten days
prior to such meeting, shall be kept on file at the registered office or
principal place of business of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such list
shall also be produced and kept open at the time and place of the meeting and
shall be subject to the inspection of any shareholder during the whole time of
the meeting. The original share ledger or transfer book, or a duplicate thereof,
shall be prima facie evidence as to who are the shareholders entitled to examine
such list or share ledger or transfer book or to vote at any meeting of the
shareholders.
-8-
ARTICLE VII
GENERAL PROVISIONS
SECTION 7.01 DISTRIBUTIONS AND SHARE DIVIDENDS. Subject to the
provisions of the articles of incorporation relating thereto, if any,
distributions and share dividends may be declared by the board of directors, in
its discretion, at any regular or special meeting, pursuant to law. Subject to
any provisions of the articles of incorporation, distributions may be made by
the transfer of money or other property (except the corporation's own shares or
rights to acquire such shares) or by the issuance of indebtedness of the
corporation, and share dividends may be paid in the corporation's own authorized
but unissued shares or in treasury shares.
SECTION 7.02 RESERVE FUNDS. Before payment of any distribution or
share dividend, there may be set aside out of any funds of the corporation
available for distributions or share dividends such sum or sums as the directors
from time to time, in their absolute discretion, think proper as a reserve fund
for meeting contingencies, or for equalizing distributions or share dividends,
or for repairing or maintaining any property of the corporation, or for such
other purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
SECTION 7.03 CHECKS. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other person
or persons as the board of directors may from time to time designate.
SECTION 7.04 FISCAL YEAR. The fiscal year of the corporation shall
be fixed by resolution of the board of directors; provided, that if such fiscal
year is not fixed by the board of directors it shall be the calendar year.
SECTION 7.05 SEAL. The corporate seal shall be circular in form
with a five-pointed star in the center and with the name of the corporation
around the margin or in such form as may be prescribed by the board of
directors. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
SECTION 7.06 BOOKS AND RECORDS. The corporation shall keep books
and records of account and shall keep minutes of the proceedings of its
shareholders, its board of directors and each committee of its board of
directors. The corporation shall keep at its registered office or principal
place of business, or at the office of its transfer agent or registrar, a record
of the original issuance of shares issued by the corporation and a record of
each transfer of those shares that have been presented to the corporation for
registration of transfer. Such records shall contain the names and addresses of
all past and current shareholders of the corporation and the number and class or
series of shares issued by the corporation held by each of them.
SECTION 7.07 INVALID PROVISIONS. If any provision of these bylaws
is held to be illegal, invalid, or unenforceable under present or future laws,
such provision shall be fully severable; these bylaws shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof; and the remaining provisions hereof shall remain in
full force and effect and shall not be affected by the illegal, invalid, or
-9-
unenforceable provision or by its severance herefrom. Furthermore, in lieu of
such illegal, invalid, or unenforceable provision there shall be added
automatically as a part of these bylaws a provision as similar in terms to such
illegal, invalid, or unenforceable provision as may be possible and be legal,
valid, and enforceable.
SECTION 7.08 HEADINGS. The headings used in these bylaws are for
reference purposes only and do not affect in any way the meaning or
interpretation of these bylaws.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 2.02-1 of the Texas Business Corporation Act (the "Article")
permits the corporation to indemnify its present and former directors and
officers to the extent and under the circumstances set forth therein. In
addition, in some instances, indemnification is required by the Article. The
corporation hereby elects to and does hereby indemnify all such persons to the
fullest extent permitted or required by the Article promptly upon request of any
such person making a request for indemnity hereunder. Such obligation to so
indemnify and to so make such determinations may be specifically enforced by
resort to any court of competent jurisdiction. Further, the corporation shall
pay or reimburse the reasonable expenses of such persons covered hereby in
advance of the final disposition of any proceeding to the fullest extent
permitted by the Article and subject to the conditions thereof.
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended, or repealed or new bylaws may be
adopted by the affirmative vote of a majority of the whole board of directors at
any regular or special meeting; provided, that these bylaws may not be altered,
amended, or repealed so as to be inconsistent with law or any provision of the
articles of incorporation.
-10-