1
EXHIBIT 3.2
AMENDED BY-LAWS
OF
DIAMOND OFFSHORE DRILLING, INC.
(a Delaware corporation)
ARTICLE I
Stockholders
SECTION 1. Annual Meetings. The annual meeting (the "Annual Meeting of
Stockholders") of the holders of such classes or series of capital stock as are
entitled to notice thereof and to vote thereat pursuant to the provisions of the
Restated Certificate of Incorporation (the "Certificate of Incorporation") of
Diamond Offshore Drilling, Inc. (the "Company") for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held on such date as may be designated by resolution of the
Board of Directors or, in the event that no such date is so designated, on the
second Tuesday in May of each year, at such hour (within ordinary business
hours) as shall be stated in the notice of the meeting. If the day so designated
shall be a legal holiday, then such meeting shall be held on the next succeeding
business day. Each such annual meeting shall be held at such place, within or
without the State of Delaware, as shall be determined by the Board of Directors.
The Annual Meeting of Stockholders may be adjourned by the presiding
officer of the meeting for any reason (including, if the presiding officer
determines that it would be in the best interests of the Company, to extend the
period of time for the solicitation of proxies) from time to time and place to
place until such presiding officer shall determine that the business to be
conducted at the meeting is completed, which determination shall be conclusive.
At the Annual Meeting of Stockholders, the only business which shall be
conducted thereat shall be that which shall have been properly brought before
the meeting. To be properly brought before the annual meeting, business must be
(a) specified in the notice of meeting (or any supplement or addendum thereto)
given by or at the direction of the Board of Directors, (b) brought before the
meeting by or at the direction of the Board of Directors or (c) otherwise
brought before the meeting by a stockholder in the manner prescribed immediately
below. For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have delivered timely notice thereof in
writing to the Secretary of the Company. To be timely, a stockholder's notice
must be delivered to or mailed and received by the Secretary at the principal
executive offices of the Company, not less than 90 calendar days in advance of
the anniversary date of the previous year's annual meeting of stockholders (or
if there was no such prior annual meeting, not less than 90 calendar days prior
to the date which represents the second Tuesday in May of the current year);
provided, however, that in the event that the date of the annual meeting is
advanced by more than 20 days, or delayed by more than 60 days, from such
anniversary date, then, to be considered timely, notice by the stockholders must
be received not later than the close of business on the later of (x) the 90th
day prior to such
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annual meeting or (y) the seventh day following the date on which notice of the
date of the annual meeting was mailed to stockholders or public disclosure
thereof was otherwise made.
A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be transacted, (b) the name and address,
as they appear on the Company's most recent stockholder lists, of the
stockholder proposing such proposal, (c) the class and number of shares of
capital stock of the Company that are beneficially owned by the stockholder,
and (d) any material interest of the stockholder in such business. Any
stockholder who desires to propose any matter at an annual meeting shall, in
addition to the aforementioned requirements described in clauses (a) through
(d), comply in all material respects with the content and procedural
requirements of Rule 14a-8 of Regulation 14A under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), irrespective of whether the Company
is then subject to such Rule or said Exchange Act. In addition, if the
stockholder's ownership of shares of the Company, as set forth in the notice,
is solely beneficial (and not of record) documentary evidence satisfactory to
the Company of such ownership must accompany the notice in order for such
notice to be considered validly and timely received.
Notwithstanding anything in these By-laws to the contrary, no business
shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Section 1. The presiding officer at an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
any business which was not properly brought before the meeting is out of order
and shall not be transacted at the meeting.
SECTION 2. Special Meetings. Special meetings of stockholders for the
transaction of such business as may properly come before the meeting shall only
be called by order of a majority of the entire Board of Directors or by the
Chairman of the Board of Directors or by the President of the Company, and
shall be held at such date and time, within or without the State of Delaware,
as may be specified by such order.
SECTION 3. Notice of Meetings. Written notice of all meetings of the
stockholders, stating the place, date and hour of the meeting and the place
within the city or other municipality or community at which the list of
stockholders may be examined, shall be mailed or delivered to each stockholder
not less than 10 nor more than 60 days prior to the meeting. Notice of any
special meeting shall state with reasonable specificity the purpose or purposes
for which the meeting is to be held and the business proposed to be transacted
thereat.
SECTION 4. Stockholder Lists. The Secretary shall prepare and make, or
cause to be prepared and made, at least 10 calendar days before every meeting
of stockholders, a true and complete list of the stockholders entitled to vote
at the meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each
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 10 calendar 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. The list shall also be produced and kept at the time and
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place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present in person thereat.
SECTION 5. Quorum. Except as otherwise provided by law or the Certificate
of Incorporation, a quorum for the transaction of business at any meeting of
stockholders shall consist of the holders of record of a majority in voting
power of the then issued and outstanding shares of all classes and series of
stock of the Company entitled to vote at the meeting, present in person or by
proxy. At all meetings of the stockholders at which a quorum is present, all
matters, except as otherwise provided by law, the Certificate of Incorporation
or these By-laws, shall be decided by the vote of the holders of a majority in
voting power of the shares entitled to vote thereat present in person or by
proxy. If there be no such quorum, the holders of a majority in voting power of
such shares so present or represented may adjourn the meeting from time to
time, without further notice, until a quorum shall have been obtained. When a
quorum is once present it is not broken by the subsequent withdrawal from the
meeting by any stockholder.
SECTION 6. Organization. Meetings of stockholders shall be presided over
by the Chairman, if any, or if none or in the Chairman's absence the
Vice-Chairman, if any, or if none or in the Vice-Chairman's absence the
President, if any, or if none or in the President's absence any Vice President,
or, if none of the foregoing is present, by a chairman to be chosen by the
holders of a majority in voting power of the shares entitled to vote thereat
present in person or by proxy at the meeting. The Secretary of the Company, or
in the Secretary's absence an Assistant Secretary, shall act as secretary of
every meeting, but if neither the Secretary nor an Assistant Secretary is
present, the presiding officer of the meeting shall appoint an appropriate
person present at the meeting to act as secretary.
SECTION 7. Voting; Proxies; Required Vote. Except as otherwise provided in
the Certificate of Incorporation, at each meeting of stockholders, every
stockholder shall be entitled to vote in person or by proxy (but no such proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period), and shall have one vote for each share of stock
entitled to vote registered in the name of such stockholder on the books of
the Company on the applicable record date fixed by applicable law or pursuant
to these By-laws in respect of each matter properly presented to the meeting. At
all elections of directors the voting may (but need not) be by ballot and a
plurality of the votes cast there shall be sufficient to elect directors.
Except as otherwise required by law or the Certificate of Incorporation, any
other action shall be authorized by the vote of the holders of a majority in
voting power of the shares entitled to vote thereat present in person or by
proxy.
SECTION 8. Inspectors. The Board of Directors shall, in advance of any
meeting of stockholders, appoint one or more inspectors of election to act at
the meeting and make a written report thereof. If an inspector or inspectors
are not so appointed, the person presiding at the meeting shall appoint one or
more inspectors. In case any person who may be appointed as an inspector fails
to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, before entering upon the discharge of his or her
duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability. The inspectors shall (i) ascertain the number of shares
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outstanding and the voting power of each, (ii) determine the shares represented
at a meeting and the validity of proxies and ballots, (iii) count all votes and
ballots, (iv) determine and retain for a reasonable period a record of the
disposition of any challenges made to any determination by the inspectors, and
(v) certify their determination of the number of shares represented at the
meeting, and their count of all votes and ballots. The inspectors may appoint
or retain other persons or entities to assist the inspectors in the performance
of the duties of the inspectors.
ARTICLE II
Board of Directors
SECTION 1. General Powers. The business, property and affairs of the
Company shall be managed by, or under the direction of, the Board of Directors.
SECTION 2. Qualification; Number; Term; Remuneration. (a) Each
director shall be at least 18 years of age. A director need not be a
stockholder, a citizen of the United States, or a resident of the State of
Delaware. The number of directors constituting the entire Board shall be no
less than three nor more than eleven, as may be fixed from time to time by
action of a majority of the entire Board of Directors. The use of the phrase
"entire Board" herein refers to the total number of directors which the Company
would have if there were no vacancies.
(b) Directors who are elected at an annual meeting of stockholders, and
directors who are elected to fill vacancies and newly created directorships,
shall hold office until the next annual meeting of stockholders and until their
successors are elected and qualified or until their earlier resignation or
removal.
(c) Directors who are not officers or other employees of the Company 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 Company in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
SECTION 3. Nomination of Directors. Nominations for the election of
directors may be made by the Board of Directors or a committee appointed by the
Board of Directors or, to the extent permitted by this Section 3, by any holder
of record of capital stock of the Company entitled to vote generally in the
election of directors. Any stockholder entitled to vote generally in the
election of directors may nominate one or more persons for election as
directors only in accordance with the procedures specified in the next
sentence, and only if written notice of such stockholder's intent to make such
nomination or nominations has been received, either by hand delivery or by
United States mail, postage prepaid, by the Secretary of the Company not later
than (i) with respect to an election to be held at the Annual Meeting of
Stockholders, not less than 90 calendar days prior to the anniversary date of
the date of the immediately preceding annual meeting (or if there was no such
prior annual meeting, not less than 90 calendar days prior to the date which
represents the second Tuesday in May of the current year),
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and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the
fifth calendar day following the date on which notice of such meeting is first
delivered to stockholders. Each such notice from a stockholder shall set forth:
(a) the name and address of the stockholder who intends to make the nomination
and of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of capital stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a description of
all contracts, arrangements or understandings between the stockholder and each
nominee and any other person or persons (naming such person or persons)
pursuant to which nomination or nominations are to be made by the stockholder;
(d) such other information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy or information statement filed
pursuant to the Exchange Act and the rules and regulations promulgated
thereunder (or any subsequent provisions replacing such Act, rules or
regulations); and (e) the consent of each nominee to serve as a director of the
Company if so elected. The presiding officer of the meeting may refuse to
acknowledge the nomination of any person not made in compliance with the
foregoing procedure.
SECTION 4. Quorum and Manner of Voting. Except as otherwise provided
by law or the Certificate of Incorporation, a majority of the entire Board of
Directors shall constitute a quorum. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting from time to time to
another time and place without notice. The vote 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 5. Places of Meetings. Meetings of the Board of Directors may
be held at any place within or without the State of Delaware, as may from time
to time be fixed by resolution of the Board of Directors, or as may be specified
in the notice of meeting.
SECTION 6. Annual Meetings. Following the Annual Meeting of
Stockholders, the newly elected Board of Directors shall meet for the purpose
of the election of officers and the transaction of such other business as may
properly come before the meeting. Such meeting may be held without notice
immediately after the Annual Meeting of Stockholders at the same place at which
such stockholders' meeting is held.
SECTION 7. Regular Meetings. Regular meetings of the Board of
Directors shall be held on the third Tuesday of each January, April, July and
October at such place and time as the Board of Directors shall from time to
time by resolution determine. Notice need not be given of regular meetings of
the Board of Directors held at times and places fixed by resolution of the
Board of Directors.
SECTION 8. Special Meetings. Special meetings of the Board of
Directors shall be held whenever called by the Chairman of the Board,
President, or by a majority of the directors then in office.
SECTION 9. Notice of Meetings. A notice of the place, date and time
and the purpose or purposes of each meeting of the Board of Directors shall be
given to each director
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by mailing the same at least five days before the meeting, or by telefaxing or
telephoning the same or by delivering the same personally not later than the
day before the day of the meeting.
SECTION 10. Organization. At all meetings of the Board of Directors, the
Chairman, if any, or if none or in the Chairman's absence or inability to act
the President, or in the President's absence or inability to act any Vice
President who is a member of the Board of Directors, or in such Vice-President's
absence or inability to act a chairman chosen by the directors, shall preside.
The Secretary of the Company shall act as secretary at all meetings of the Board
of Directors when present, and, in the Secretary's absence, the presiding
officer may appoint any person to act as secretary.
SECTION 11. Resignation and Removal. Any director may voluntarily
resign at any time upon written notice to the Company and such resignation
shall take effect upon receipt thereof by the President or Secretary, unless
otherwise specified in the resignation. Subject to the rights of the holders of
any series of Preferred Stock or any other class of capital stock of the Company
(other than the Common Stock) then outstanding, any director may be removed
from office at any time, with or without cause, by the affirmative vote of a
majority in voting power of the outstanding shares entitled to vote at an
election of directors.
SECTION 12. Vacancies. Vacancies on the Board of Directors, whether
caused by resignation, death, disqualification, removal, an increase in the
authorized number of directors or otherwise, may be filled only by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director, and any directors so chosen
shall hold office until their successors are elected and qualified.
SECTION 13. Board Action by Written Consent. Any action required or
permitted to be taken at any meeting of the Board of Directors may be taken
without a meeting if all the directors consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board of
Directors.
ARTICLE III
Indemnification
SECTION 1. Indemnification. (a) The Company shall indemnify, to the
fullest extent permitted by Section 145 of the General Corporation Law of
Delaware, as amended from time to time, all persons who it may indemnify
pursuant thereto and in the manner prescribed thereby.
(b) The Company shall pay the expenses (including attorneys' fees)
incurred by an indemnitee in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director or officer in advance of the final disposition of the proceeding shall
be made only upon receipt of an undertaking by the director or officer to repay
all amounts advanced if it should be ultimately determined that the director or
officer is not entitled to be indemnified under this Article or otherwise.
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ARTICLE IV
Committees
SECTION 1. Appointment. From time to time the Board of Directors by a
resolution adopted by a majority of the entire Board may appoint any committee
or committees which, to the extent lawful, shall have powers as shall be
determined and specified by the Board of Directors in the resolution of
appointment.
SECTION 2. Procedures, Quorum and Manner of Acting. Each committee
shall fix its own rules of procedure, and shall meet where and as provided by
such rules or by resolution of the Board of Directors. Except as otherwise
provided by law, the presence of a majority of the then appointed members of a
committee shall constitute a quorum for the transaction of business by that
committee, and in every case where a quorum is present the affirmative vote of
a majority of the members of the committee present shall be the act of the
committee. Each committee shall keep minutes of its proceedings, and actions
taken by a committee shall be reported to the Board of Directors.
SECTION 3. Committee Action by Written Consent. Any action required
or permitted to be taken at any meeting of any committee of the Board of
Directors may be taken without a meeting if all the members of the committee
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the committee.
SECTION 4. Executive Committee. (a) The Board of Directors, by
resolution, shall appoint from its members an Executive Committee consisting of
the Chairman of the Board and the President and such other directors as it may
choose to appoint. Each member of the Executive Committee shall continue to be
a member thereof only so long as he remains a director and at the pleasure of
the Board of Directors. Any vacancies on the Executive Committee may be filled
by the Board of Directors.
(b) The Executive Committee, between meetings of the Board of Directors,
shall have and may exercise, except as otherwise provided by law, all the
powers of the Board of Directors in the management of the property, business
and affairs of the Company and may authorize the seal of the Company to be
affixed to all papers which may require it. Without limiting the foregoing,
the Executive Committee shall have the express power and authority to declare a
dividend, to authorize the issuance of stock and to adopt a certificate of
ownership and merger pursuant to Section 253 of the General Corporation Law of
the State of Delaware, as amended.
(c) At each meeting of the Executive Committee, one of the following
shall act as chairman of the meeting and preside thereat in the following order
of precedence:
(i) the Chairman of the Executive Committee, who shall be
appointed from the members of the Executive Committee by the Board of
Directors;
(ii) the Chairman of the Board; or
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(iii) the President.
The Secretary of the Company shall act as secretary at all meetings
of the Executive Committee when present, and, in the Secretary's absence, the
presiding officer may appoint any person to act as secretary.
(d) Regular meetings of the Executive Committee, of which no notice
shall be necessary, shall be held on such days and at such places, within or
without the State of Delaware, as shall be fixed by resolution adopted by a
majority of the Executive Committee. Special meetings of the Executive Committee
shall be held whenever called by the Chairman of the Board, the President or the
Chairman of the Executive Committee and shall be called by the Secretary of the
Corporation on the request of a majority of the Executive Committee. Notice of
each special meeting of the Executive Committee shall be given to each member
thereof by depositing such notice in the United States mail, in a postage
prepaid envelope, directed to him at his residence or usual place of business at
least two days before the day on which such meeting is to be held or shall be
sent addressed to him at such place by telecopy, telegraph, cable, wireless or
other form of recorded communication or be delivered personally or by telephone
a reasonable time in advance of the time at which such meeting is to be held.
Notice of any such meeting need not, however, be given to any member of the
Executive Committee if he shall be present at such meeting. Any meeting of the
Executive Committee shall be a legal meeting without any notice thereof having
been given if all the members of the Executive Committee shall be present
thereat. Such notice shall specify the time and place of the meeting, but,
except as otherwise expressly provided by law, the purposes thereof need not be
stated in such notice. Subject to the provisions of these By-laws, the Executive
Committee may fix its own rules of procedure, and it shall keep a record of its
proceedings and report them to the Board at the next regular or special meeting
thereof after such proceedings shall have been taken. All such proceedings shall
be subject to revision or alteration by the Board; provided, however, that third
parties shall not be prejudiced by any such revision or alteration.
(e) Except as otherwise provided by law, a majority of the Executive
Committee then in office shall constitute a quorum for the transaction of
business, and the act of a majority of those present at a meeting thereof shall
be the act of the Executive Committee. In the absence of a quorum, a majority
of the members of the Executive Committee present thereat may adjourn such
meeting from time to time until a quorum shall be present thereat. Notice of any
adjourned meeting need not be given. The Executive Committee shall act only as a
committee and the individual members shall have no power as such.
(f) Any member of the Executive Committee may resign therefrom at any
time by giving written notice of his resignation to the Chairman of the Board,
the President or the Secretary. Any such resignation shall take effect at the
time specified therein or, if the time when it shall become effective shall not
be specified therein, it shall take effect immediately upon its receipt; and,
except as specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
(g) In addition to the foregoing, in the absence or disqualification
of a member of the Executive Committee, the member or members present at any
meeting and not disqualified from voting, whether or not he or they constitute
a quorum, may unanimously appoint another
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member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.
SECTION 5. Audit Committee. The Board of Directors, by resolution, shall
appoint from its members an Audit Committee consisting of at least two
directors, each of which shall be independent of management and free from any
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of independent judgment as a committee member. The Audit
Committee shall:
(a) Prior to each Annual Meeting of Stockholders, submit a recommendation
in writing to the Board of Directors for the selection of independent public
accountants to be appointed by the Board of Directors in advance of the Annual
Meeting of Stockholders, subject to ratification or rejection by the
stockholders at such meeting;
(b) Consult, at least annually, with the independent public accountants
with regard to the proposed plan of audit and from time to time consult
privately with them and also with the internal auditor and the Controller with
regard to the adequacy of internal controls;
(c) Upon completion of the report of audit by the independent public
accountants and before the date of the Annual Meeting of Stockholders; (i)
review the financial statements of the Company, and (ii) meet with the
independent public accountants and review with them the results of their audit
and any recommendations made to the management; and
(d) Periodically, but at least annually, review the terms of all material
transactions and arrangements entered into between the Company and its
affiliates and subsidiaries.
SECTION 6. Term; Termination. In the event any person shall cease to be a
director of the Company, such person shall simultaneously therewith cease to be
a member of any committee appointed by the Board of Directors.
ARTICLE V
Officers
SECTION 1. Election and Qualifications. The Board of Directors shall elect
the officers of the Company, which shall include a Chairman of the Board of
Directors, Chief Executive Officer, a Chief Financial Officer, a President and
a Secretary, and may include, by election or appointment, one or more
Vice-Presidents (any one or more of whom may be given an additional designation
or rank or function), a Controller, a Treasurer and such Assistant Treasurers,
Assistant Controllers, Assistant Secretaries, and such other officers as the
Board may from time to time deem proper. Each officer shall have such powers
and duties as may be prescribed by these By-laws and as may be assigned by the
Board of Directors or the President. Any two or more offices may be held by
the same person except the offices of President and Secretary.
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SECTION 2. Term of Office and Remuneration. The term of office of all
officers shall be one year and until their respective successors have been
elected and qualified or until their earlier resignation or removal. Any
vacancy in any office arising from any cause may be filled for the unexpired
portion of the term by the Board of Directors. The remuneration of all officers
of the Company may be fixed by the Board of Directors or in such manner as the
Board of Directors shall otherwise provide.
SECTION 3. Resignation; Removal. Any officer may resign at any time upon
written notice to the Company and such resignation shall take effect upon
receipt thereof by the President or Secretary, unless otherwise specified in
the resignation. Any officer shall be subject to removal, with or without
cause, at any time by an affirmative vote of a majority of the Board of
Directors.
SECTION 4. Chairman of the Board of Directors. The Chairman of the Board of
Directors shall preside at all meetings of the stockholders and at all meetings
of the directors, shall have general management and supervision of the business
and affairs of the Company, and shall see that all orders and resolutions of the
Board of Directors are carried into effect.
SECTION 5. President and Chief Executive Officer. The President shall be
the Chief Executive Officer of the Company and shall have general management
and supervision of the property, business and affairs of the Company and over
its other officers; may appoint and remove assistant officers and other agents
and employees, other than officers referred to in Section 1 of this Article V;
and may execute and deliver in the name of the Company powers of attorney,
contracts, bonds and other obligations and instruments.
SECTION 6. Chief Financial Officer. The Chief Financial Officer shall in
general have all duties incident to such position, including, without
limitation, the organization and review of all accounting, tax and related
financial matters involving the Company, the implementation of appropriate
Company financial controls and procedures, and the supervision and assignment
of the duties of all other financial officers and personnel employed by the
Company, and shall have such other duties as may be assigned by the Board of
Directors or the President.
SECTION 7. Vice-President. A Vice-President may execute and deliver in the
name of the Company contracts and other obligations and instruments pertaining
to the regular course of the duties of said office, and shall have such other
authority as from time to time may be assigned by the Board of Directors or the
President.
SECTION 8. Treasurer. The Treasurer shall in general have all duties
incident to the position of Treasurer and such other duties as may be assigned
by the Board of Directors or the Chief Financial Officer.
SECTION 9. Secretary. The Secretary shall in general have all the duties
incident to the office of Secretary and such other duties as may be assigned by
the Board of Directors, the President or any Vice President.
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SECTION 10. Controller. The Controller shall in general have all the
duties incident to the office of Controller and such other duties as may be
assigned by the Board of Directors or the Chief Financial Officer.
SECTION 11. Assistant Officers. Any assistant officer shall have such
powers and duties of the officer such assistant officer assists as such officer
or the Board of Directors shall from time to time prescribe.
ARTICLE VI
Books and Records
SECTION 1. Location. The books and records of the Company may be kept
at such place or places within or outside the State of Delaware as the Board of
Directors or the respective officers in charge thereof may from time to time
determine. The record books containing the names and addresses of all
stockholders, the number and class of shares of stock held by each and the
dates when they respectively became the owners of record thereof shall be kept
by the Secretary or by the transfer agent or registrar as shall be designated
by the Board of Directors.
SECTION 2. Addresses of Stockholders. Notices of meetings and all
other corporate notices may be delivered personally or mailed to each
stockholder at the stockholder's address as it appears on the records of the
Company.
SECTION 3. Fixing Date for Determination of Stockholders of Record. In
order that the Company may determine the stockholders entitled to notice of or
to vote at any meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
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 of Directors
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 of Directors, and
which record date: (1) in the case of determination of stockholders entitled to
notice of or to vote at any meeting of stockholders or adjournment thereof,
shall, unless otherwise required by law, not be more than sixty nor less than
ten days before the date of such meeting; (2) in the case of determination of
stockholders entitled to express consent to corporate action in writing without
a meeting, shall not be more than ten days from the date upon which the
resolution fixing the record date is adopted by the Board of Directors; and (3)
in the case of any other action, shall not be more than sixty days prior to such
other action. If no record date is fixed: (1) the record date for determining
stockholders entitled to notice of or to vote at a meeting of 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; (2) the record date for
determining stockholders entitled to express consent to corporate action in
writing without a meeting, when no prior action of the Board of Directors is
required by law, shall be the first date on which a signed written consent
setting forth the action taken or proposed to be taken is delivered to the
Company in accordance with applicable law, or, if prior
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action by the Board of Directors is required by law, shall be at the close of
business on the day on which the Board of Directors adopts the resolution
taking such prior action; and (3) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
ARTICLE VII
Certificates Representing Stock
SECTION 1. Certificates; Signatures. The shares of the Company shall be
represented by certificates, and every holder of stock shall be entitled to have
a certificate, signed by or in the name of the Company by the Chairman or
Vice-Chairman of the Board of Directors, or the President or Vice-President, and
by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary of the Company, representing the number of shares registered in
certificate form. Any and all signatures on any such certificate may be
facsimiles. 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 Company with the same effect as if he were such
officer, transfer agent or registrar at the date of issue. The name of the
holder of record of the shares represented thereby, with the number of such
shares and the date of issue, shall be entered on the books of the Company.
SECTION 2. Transfers of Stock. Upon compliance with any provisions
restricting the transfer or registration of transfer of shares of stock,
including, without limitation, the restrictions set forth in the Certificate of
Incorporation, shares of capital stock shall be transferable on the books of the
Company only by the holder of record thereof in person, or by duly authorized
attorney or legal representative, upon surrender and cancellation of
certificates for a like number of shares (or upon compliance with the provisions
of Section 5 of this Article VII, if applicable), properly endorsed, and the
payment of all taxes due thereon. Upon such surrender to the Company or a
transfer agent of the Company of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer (or upon compliance with the provisions of Section 5 of this Article
VII, if applicable) and of compliance with any transfer restrictions applicable
thereto contained in an agreement to which the Company is a party or of which
the Company had knowledge by reason of legend with respect thereto placed on any
such surrendered stock certificate, it shall be the duty of the Company to issue
a new certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 3. Ownership of Shares. The Company shall be entitled to treat
the holder of record of any shares or shares of capital stock of the Company as
the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share or shares on the part
of any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.
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SECTION 4. Fractional Shares. The Company may, but shall not be
required to, issue certificates for fractions of a share where necessary to
effect authorized transactions, or the Company may pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or it may issue scrip in registered or bearer form
over the manual or facsimile signature of an officer of the Company or its
agent, exchangeable as therein provided for full shares, but such scrip shall
not entitle the holder to any rights of a stockholder except as therein
provided.
The Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of capital stock of the
Company.
SECTION 5. Lost, Stolen, or Destroyed Certificates. The Company may
issue a new certificate of stock in place of any certificate, theretofore issued
by it, alleged to have been lost, stolen or destroyed, and the Board of
Directors may require the owner of any lost, stolen or destroyed certificate, or
his legal representative, to furnish an affidavit as to such loss, theft, or
destruction and to give the Company a bond sufficient to indemnify the Company
and each transfer agent and registrar against any and all claims that may be
made against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of any such new certificate.
ARTICLE VIII
Dividends
Subject always to provisions of applicable law and the Certificate of
Incorporation, the Board of Directors shall have full power to determine
whether any, and, if any, what part of any, funds or other property legally
available for the payment of dividends shall be declared as dividends and paid
to holders of the capital stock of the Company; the division of the whole or
any part of such funds or other property of the Company shall rest wholly
within the lawful discretion of the Board of Directors, and it shall not be
required at any time, against such discretion, to divide or pay any part of
such funds or other property among or to the stockholders as dividends or
otherwise; and before payment of any dividend, there may be set aside out of
any funds of the Company available for dividends such sum or sums as the Board
of Directors from time to time, in its absolute discretion, thinks proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Company, or for such other
purpose as the Board of Directors shall think conducive to the interest of the
Company, and the Board of Directors may modify or abolish any such reserve in
the manner in which it was created.
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ARTICLE IX
Corporate Seal
The corporate seal shall have inscribed thereon the name of the Company and
the year of its incorporation, and shall be in such form and contain such other
words and/or figures as the Board of Directors shall determine. The corporate
seal may be used by printing, engraving, lithographing, stamping or otherwise
making, placing or affixing, or causing to be printed, engraved, lithographed,
stamped or otherwise made, placed or affixed, upon any paper or document, by
any process whatsoever, an impression, facsimile or other reproduction of said
corporate seal.
ARTICLE X
Fiscal Year
The fiscal year of the Company shall be fixed, and shall be subject to
change, by the Board of Directors. Unless otherwise fixed by the Board of
Directors, the fiscal year of the Company shall commence on January 1, and end
on December 31, of each and every calendar year.
ARTICLE XI
Waiver of Notice
Whenever notice is required to be given by the Certificate of Incorporation
or by these By-laws, a written waiver thereof, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent to notice.
ARTICLE XII
Bank Accounts, Drafts, Contracts, Etc.
SECTION 1. Bank Accounts and Drafts. In addition to such bank accounts as
may be authorized by the Board of Directors, the Chief Financial Officer, the
Treasurer or any other person designated by said Chief Financial Officer,
whether or not an employee of the Company, may authorize such bank accounts to
be opened or maintained in the name and on behalf of the Company as he may deem
necessary or appropriate, payments from such bank accounts to be made upon and
according to the check of the Company in accordance with the written
instructions of said Chief Financial Officer, Treasurer, or other person so
designated by said Chief Financial Officer.
SECTION 2. Contracts. The Board of Directors may authorize any person or
persons in the name and on behalf of the Company to enter into or execute and
deliver any and
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all deeds, bonds, mortgages, contracts and other obligations or instruments,
and such authority may be general or confined to specific instances.
SECTION 3. Proxies; Powers of Attorney; Other Instruments. The Chairman,
the President or any other person designated by either of them shall have the
power and authority to execute and deliver proxies, powers of attorney and
other instruments in the name and on behalf of the Company in connection with
the rights and powers incident to the ownership of stock by the Company. The
Chairman, the President or any other person authorized by proxy or power of
attorney executed and delivered by either of them on behalf of the Company may
attend and vote at any meeting of stockholders of any company in which the
Company may hold stock, and may exercise on behalf of the Company any and all
of the rights and powers incident to the ownership of such stock at any such
meeting, or otherwise as specified in the proxy or power of attorney so
authorizing any such person. The Board of Directors, from time to time, may
confer like powers upon any other person.
SECTION 4. Financial Reports. The Board of Directors may appoint the
primary financial officer or other fiscal officer and/or the Secretary or any
other officer to cause to be prepared and furnished to stockholders entitled
thereto any special financial notice and/or financial statement, as the case
may be, which may be required by any provision of law.
ARTICLE XIII
Amendments
SECTION 1. Except as otherwise set forth in Section 2 of this Article
XIII, these By-laws may be altered or repealed at the Annual Meeting of
Stockholders or at any special meeting of the stockholders, in each case, at
which a quorum is present or represented, provided in the case of a special
meeting that notice of the proposed alteration or repeal is contained in the
notice of such special meeting, by the affirmative vote of the holders of a
majority in voting power of the outstanding capital stock entitled to vote at
such meeting and present or represented thereat (in person or by proxy), or by
the affirmative vote of a majority of the Board of Directors, at any regular
meeting or any special meeting of the board.
SECTION 2. Notwithstanding any other provisions of these By-laws
(including Section 1 of this Article XIII), the adoption by stockholders of any
alteration, amendment, change, addition to or repeal of all or any part of
Sections 1, 2, 3, 5, and 7 of Article I, Sections 2, 3, 4, 11 and 12 of Article
II or Section 2 of this Article XIII of these By-laws, or the adoption by
stockholders of any other provision of these By-laws which is inconsistent with
or in addition to such Sections of these By-laws shall require the affirmative
vote of the holders of not less than 66 2/3% of the votes entitled to be cast by
the holders of all then outstanding capital stock of the Company entitled to
vote thereon.
THIS IS TO CERTIFY that I am the duly elected and qualified Secretary of Diamond
Offshore Drilling, Inc., and that the foregoing By-Laws were adopted as the
By-Laws of said Corporation
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on the 10th day of October, 1995, by the Board of Directors of such Corporation.
IN WITNESS WHEREOF, I have hereunto set my hand this 13th day of October, 1995.
/s/ RICHARD L. LIONBERGER
--------------------------------
Richard L. Lionberger, Secretary
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