1
EXHIBIT 3.29
BYLAWS OF POOL PRODUCTION SERVICES, INC.
A CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF OKLAHOMA
These Bylaws shall constitute the private laws of Pool
Production Services, Inc., a corporation duly incorporated under the laws of
the State of Oklahoma (herein called the "corporation"), for the administration
and regulation of the affairs of the corporation.
In the event any provision of these Bylaws is or may be in
conflict with any applicable law of the United States or the State of Oklahoma,
or of any order, rule, regulation, decree or judgment of any governmental body
or power or court having jurisdiction over this corporation, or over the
subject matter to which such provision of these Bylaws applies or may apply,
such provision of these Bylaws shall be inoperative to the extent only that the
operation thereof unavoidably conflicts with such law or order, rule,
regulation, decree or judgment, and shall in all other respects be in full
force and effect.
ARTICLE I
OFFICES
SECTION 1. The registered office of the corporation shall be
at such place as the Board of Directors shall determine, and the registered
agent of the corporation at such address shall be such person as the Board of
Directors may from time to time designate.
2
SECTION 2. The corporation may also have offices at such other
places both within and without the State of Oklahoma 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 1. All meetings of the shareholders shall be held at
the registered office of the corporation or at such other place either within
or without the State of Oklahoma as shall be designated from time to time by
the Board of Directors.
SECTION 2. The Annual Meeting of the Shareholders, for the
election of a Board of Directors and the transaction of such other business as
may properly be brought before the meeting, shall be held each year on such date
and at such time as may be determined by the Board of Directors or by the Senior
Chairman.
SECTION 3. Special meetings of the shareholders may be called
by the Senior Chairman or his designee. Business transacted at all special
meetings shall be confined to the objects stated in the notice of meeting.
SECTION 4. Written or printed notice stating the place, day
and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than fifty (50) days before the date of the meeting, either
2
3
personally or by mail, by or at the direction of the Senior Chairman or the
Corporate Secretary, or the officer or person 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 stock transfer
books of the corporation, with postage thereon prepaid.
SECTION 5. The officer or agent having charge of the stock
transfer books for shares of the corporation shall make, at least ten (10) days
before each meeting of 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,
which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the registered office of the corporation and shall be subject to
inspection by any shareholder at any time during usual business hours. Such
list shall also be produced and kept open at the time and place of the meeting
and shall be subject to the inspection of any shareholder during the whole time
of the meeting. The original stock transfer books shall be prima-facie
evidence as to who are the shareholders entitled to examine such list or
transfer books or to vote at any meeting of shareholders.
SECTION 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present
3
4
in person or represented by written proxy, shall constitute a quorum at all
meetings of the shareholders for the transaction of business. If, however, such
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. At such adjourned meeting at which quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
SECTION 7. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the Articles of Incorporation or
these Bylaws. The vote for the election of Directors and, upon demand of any
shareholder, the vote upon any question before the meeting shall be by ballot.
Cumulative voting is expressly prohibited.
SECTION 8. At any meeting of the shareholders, every
shareholder having the right to vote shall be entitled to vote in person or by
proxy executed in writing by such shareholder or by his authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the
date of its execution unless otherwise provided in the proxy. All proxies
4
5
shall be revocable unless expressly provided therein to be irrevocable and
shall be filed with the Corporate Secretary of the corporation prior to or at
the time of the meeting at which they are to be voted.
SECTION 9. When a quorum is present at any meeting, the vote
of the holders of a majority of the shares having voting power present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of the
statutes or of the Articles of Incorporation or of these Bylaws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. 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.
SECTION 10. The Senior Chairman or in his absence, his
designee, shall preside at all meetings of the shareholders.
SECTION 11. Any action required by law to be taken at a
meeting of the shareholders, or any action which may be taken at a meeting of
the shareholders, may be taken without a meeting if a consent in writing setting
forth the action so taken shall be signed by all of the shareholders entitled
to vote with respect to the subject thereof.
5
6
SECTION 12. Upon compliance with the notice requirements of
this Article or waiver of notice, a meeting of shareholders may be conducted by
means of conference telephone or similar communications equipment if all
persons participating in the meeting can hear each other.
ARTICLE III
DIRECTORS
SECTION 1. The business and affairs of the corporation shall
be managed by its Board of Directors who may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised or done by the shareholders.
SECTION 2. The Board of Directors shall consist of such
number between three and twelve Directors as shall be determined by the
shareholders. None of the Directors need be shareholders or residents of the
State of Oklahoma. A person shall be ineligible to be a Director of the
corporation after his sixty-fifth birthday and in the event of such
ineligibility his office shall thereupon become vacant. The Directors shall be
elected at the Annual Meeting of Shareholders, except as provided in Section 4
of this Article III. Unless he shall resign or become ineligible, each
Director shall hold office until his successor shall be elected and shall
qualify.
6
7
SECTION 3. Any Director may resign at any time either by oral
tender or resignation at any meeting of the Board of Directors or by giving
written notice thereof to the Corporate Secretary. Resignations shall take
effect when tendered or at the time specified in the tender and, unless
otherwise specified, the acceptance of a resignation shall not be necessary to
make it effective.
SECTION 4. Any Director may be removed either for or without
cause, at any special meeting of the shareholders by the affirmative vote of
the holders or record of a majority of the shares present in person or by
proxy at such meeting and entitled to vote for such removal, if notice of
the intention to act upon such matter shall have been given in the notice
calling for such meeting. Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors even
though such remaining Directors shall be 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. Any directorship to be filled by
reason of an increase in the number of Directors shall be filled by election at
an annual meeting or at a special meeting of shareholders called for that
purpose.
7
8
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 5. The Directors of the corporation may hold their
meetings, both regular and special, either within or without the State of
Oklahoma.
SECTION 6. The first meeting of each newly elected Board of
Directors shall be held without further notice immediately following the Annual
Meeting of Shareholders, and at the same place, unless by unanimous consent of
the Directors then elected and serving, such time or place shall be changed.
SECTION 7. Regular meetings of the Board of Directors may be
held with or without notice at such time and place as shall from time to time
be determined by the Board of Directors.
SECTION 8. Special Meetings of the Board of Directors may be
called by the Senior Chairman or his designee on three days' notice to each
Director, either personally or by mail or by telegram. Neither the business to
be transacted at, nor the purpose of, any special meeting need be specified in
a notice or waiver of notice.
SECTION 9. At all meetings of the Board of Directors the
presence 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. Any action required or permitted to be taken at a
8
9
meeting of the Board of Directors may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by all members of the
Board of Directors. If a quorum shall not be present at any meeting of
Directors, the Directors present thereat may adjourn the meting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present.
SECTION 10. Upon compliance with the notice requirements of
this Article or waiver of notice, a meeting of the Board of Directors may be
conducted by means of conference telephone or similar communications equipment
if all persons participating in the meeting can hear each other.
ARTICLE IV
NOTICES
SECTION 1. Whenever under the provisions of the statutes or
of the Articles of Incorporation or of these Bylaws, notice is required to be
given to any Director or shareholder, and no provision is made as to how such
notice shall be given, it shall not be construed to mean personal notice, but
any such notice may be given in writing by mail, postage prepaid, but any such
notice may be given in writing, by mail, addressed to such Director or
shareholder at such address as appears on the books of the corporation. Any
notice required or permitted to be given by mail shall be deemed to be given at
the time when the same shall be thus deposited in the United States mails as
aforesaid.
9
10
SECTION 2. Whenever any notice is required to be given to any
Director or shareholder of the corporation under the provisions of these
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 in such notice, shall be equivalent to
the giving of such notice. Attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except when a Director attends a
meeting for the express purpose, in writing filed at the meeting, of objecting
to the transaction of any business on the grounds that the meeting is not
lawfully called or held.
ARTICLE V
OFFICERS
SECTION 1. The executive officers of the corporation shall be
a Senior Chairman, a Chairman, a President, one or more Executive Vice
Presidents, Senior Vice Presidents and/or Vice Presidents, a General Counsel, a
Controller, a Corporate Secretary and a Treasurer all of whom shall be elected
by the Board of Directors. Any two or more offices may be held by the same
person, except that the President and the Corporate Secretary shall not be the
same person. Each such executive officer shall have such authority and perform
such duties in the management of the corporation
10
11
as may be prescribed by the Senior Chairman or as determined by resolution of
the Board of Directors.
SECTION 2. The Board of Directors may elect or appoint such
other officers and agents as it shall deem necessary, who shall hold their
offices for such term and who shall have such authority and perform such duties
as may be prescribed by the Board of Directors or the Senior Chairman. The
power to appoint such other officers and agents may be delegated by the Board
of Directors to the Senior Chairman to the extent the Board may delineate by
resolution.
SECTION 3. Each officer of the corporation shall hold office
until his successor is chosen and qualified in his stead or until his death or
until his resignation, retirement or removal from office. Any officer or agent
elected or appointed by the Board of Directors or by the Senior Chairman may be
removed by the Senior Chairman or the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, 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.
SECTION 4. THE SENIOR CHAIRMAN. The Senior Chairman shall be
the chief executive officer of the corporation and shall, subject to the
direction and control of the Board of Directors, be its representative and
medium of communication. He shall see that all orders and resolutions of the
11
12
Board of Directors are carried into effect. He shall preside at all meetings
of shareholders and at all meetings of the Board of Directors. He shall be in
general charge of the affairs of the Corporation. He shall, in the absence or
inability to act of the Chairman, be charged with the duties and
responsibilities of the Chairman.
Section 5. THE CHAIRMAN. The Chairman shall have such powers
and responsibilities, and shall perform such duties, as delineated by the Board
or by the Senior Chairman. He shall be directly responsible to the Senior
Chairman in such performance. He shall, in the event of the absence or
inability to act of the President, be charged with the responsibilities of the
President. If the Board of Directors does not elect a Senior Chairman, the
Chairman shall exercise the powers, duties and responsibilities given to the
Senior Chairman under Section 4 and other provisions of these Bylaws.
SECTION 6. THE PRESIDENT. The President shall be the chief
operating officer of the corporation. He shall have such powers and
responsibilities and shall perform such duties as delineated by the Board or by
the Chairman. He shall be directly responsible to the Chairman in said
performance. In the event of the inability to act of the Chairman, or if the
office of Chairman shall be vacant, the President shall exercise the powers,
duties and responsibilities given to the Chairman under any provisions of these
Bylaws.
12
13
SECTION 7. EXECUTIVE VICE PRESIDENTS. Each Executive Vice
President shall have such powers and responsibilities, and shall perform such
duties, as delineated by the Board or President. They shall be directly
responsible to the President in said performance.
SECTION 8. SENIOR VICE PRESIDENTS. Each Senior Vice
President shall have such powers and responsibilities, and shall perform such
duties, delineated by the Board or President. They shall be directly
responsible to such executive officer as the President may from time to time
prescribe.
SECTION 9. VICE PRESIDENTS. Each Vice President shall have
such powers and responsibilities, and shall perform such duties, as delineated
by the by the Board or President. They shall be directly responsible to such
executive officer as the President may from time to time prescribe.
SECTION 10. THE GENERAL COUNSEL. The General Counsel shall
have general control over all matters of a legal nature concerning the
corporation and shall perform such duties as delineated by the Board or
President. He shall be directly responsible to the President in said
performance.
SECTION 11. THE CONTROLLER. The Controller shall be in
general control of the accounts of the corporation, shall prepare and interpret
required accounting, financial and statistical statements, shall be directly
responsible to such
13
14
executive officer and shall perform such other duties as the Board or President
may from time to time prescribe.
SECTION 12. THE CORPORATE SECRETARY. The Corporate Secretary
shall attend all meetings of the Board of Directors and shareholders and act as
secretary thereof and shall record all votes and the minutes of all proceedings
of the Board of Directors and shareholders in a book for that purpose
maintained and kept in his custody. He shall keep in his custody the seal of
the corporation and shall in general perform all the duties incident to the
office of Secretary of a corporation. He shall act as Transfer Agent of the
corporation and/or Registrar of its capital stock and other securities; provided
that the Board of Directors may by resolution appoint one or more other persons
or corporations as Transfer Agents and/or Registrars or as Co-Transfer Agents
and/or Co-Registrars. He shall be directly responsible to the President and
shall perform such other duties as the Board or President may from time to time
prescribe.
SECTION 13. THE TREASURER. The Treasurer shall be
responsible for the security and management of the funds and other liquid
assets of the corporation. He may endorse checks, notes and other obligations
on behalf of the corporation for collection and shall deposit the same,
together with all monies and other valuable effects to the credit of the
corporation in banks or other depositories as
14
15
the Board of Directors may designate or as may be designated in accordance with
resolutions of the Board of Directors or otherwise pursuant to the bylaws of
the corporation. He shall be directly responsible to such executive officer as
the Senior Chairman may from time to time designate and shall perform all
duties incident to the Treasurer of a corporation as the Board or President
shall designate.
SECTION 14. ASSISTANT CORPORATE SECRETARY, ASSISTANT
TREASURER, ASSISTANT CONTROLLER. The Board of Directors or the Senior Chairman
may appoint one or more Assistant Corporate Secretaries, Assistant Treasurers
and Assistant Controllers and such other appointive officers as may be
appropriate and required. They shall be directly responsible to such executive
officer and shall perform such duties as the Board or the President may from
time to time designate.
ARTICLE VI
CERTIFICATES REPRESENTING SHARES
SECTION 1. The shares of stock of this corporation shall be
deemed personal estate and shall be transferable only on the books of the
corporation in such manner as these Bylaws prescribe.
SECTION 2. Every shareholder in the corporation shall be
entitled to have a certificate or certificates representing the number of
shares owned by him. The certificates of shares of stock of the corporation
shall be
15
16
numbered and shall be entered in the books of the corporation as they are
issued. They shall exhibit the holder's name and number of shares, and shall
be signed by the Senior Chairman and Treasurer or an Assistant Treasurer and
bear the corporate seal; but the signatures of such officers and the seal of
the corporation upon such certificates may be facsimiles, engraved or printed
where such certificate is signed by a duly authorized Transfer Agent or
Co-Transfer Agent and a Registrar or Co-Registrar.
SECTION 3. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer,
conversion, and registration of the certificates for shares of the capital
stock of the corporation.
SECTION 4. LOST CERTIFICATES. The Board of Directors may
direct a new certificate representing shares to be issued in place of any
certificate theretofore issued by the corporation alleged to have been lost or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be 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 require the owner of such lost or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in such form,
16
17
in such sum, and with such surety or sureties as it may direct as indemnity
against any claim that may be made against the corporation and its Transfer
Agents and Registrars and its Co-Transfer Agents and Co-Registrars with respect
to the certificate alleged to have been lost or destroyed.
SECTION 5. TRANSFER OF SHARES. Transfers of shares of stock
shall be made on the books of the corporation only by the person named in the
certificate or by attorney, lawfully constituted in writing and upon surrender
of the certificate therefor.
SECTION 6. The Board of Directors may close the stock
transfer books of the corporation for a period not to exceed fifty (50) days
for the purpose of determining shareholders entitled to notice of or to vote at
any meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any purpose, provided that if such books shall be closed for the purpose of
determining shareholders entitled to notice of or to vote at a shareholders'
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting. In lieu of so closing the stock transfer books, the
Board of Directors may fix a date in advance, not exceeding fifty (50) days
preceding the date of any meeting of shareholders, or the date for the payment
of any dividend or the date for the allotment of rights, or the date when any
change of conversion or
17
18
exchange of capital stock shall go into effect, as a record date for the
respective determination of the shareholders entitled to notice of, and to vote
at any such meeting, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise rights in respect of any such
change, conversion or exchange of capital stock and in such case such
shareholders and only such shareholders as shall be shareholders of record on
the date so fixed shall be entitled to such notice of and to vote at such
meeting, or to receive payment of such dividend, or to receive such allotment
of rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares of stock on the books of the corporation after any such
record date fixed as aforesaid. In the absence of any designation with respect
thereto by the Board of Directors, the date upon which the notice of a meeting
is mailed or resolutions declaring a dividend are adopted shall be the record
date for such determination in regard to meetings of shareholders or
declaration of dividends.
SECTION 7. The corporation shall be entitled to treat the
holder of record of any share or shares of stock 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 on the part of any other person, whether or not it
shall have express or other notice thereof, save as expressly provided by the
laws of Oklahoma.
18
19
\ SECTION 8. BONDS, DEBENTURES AND EVIDENCE OF INDEBTEDNESS.
Bonds, debentures and other evidence of indebtedness of the corporation shall
be signed by the Senior Chairman, the President or any Vice President and the
Treasurer or an Assistant Treasurer and shall bear the corporate seal and when
so executed shall be binding upon the corporation, but not otherwise. The
seal of the corporation thereon may be facsimile, engraved or printed, and
where any such bond, debenture or other evidence of indebtedness is
authenticated with the manual signature of an authorized officer of the
corporation or trustee appointed or named by an indenture or trust or other
agreement under which such security is issued, the signature of any of the
corporation's officers authorized to execute such security may be facsimile.
SECTION 9. SIGNATURES ON SHARE CERTIFICATES, BONDS,
INDENTURES AND EVIDENCES OF INDEBTEDNESS. In case any officer who signed, or
whose facsimile signature has been placed on any certificate representing
shares of stocks, bonds, debentures or evidence of indebtedness of this
corporation shall cease to be an officer of the corporation for any reason
before the same has been issued or delivered by the corporation, such
certificate, bond, debenture or evidence of indebtedness may be issued and
delivered as though the person who signed it or whose facsimile signature has
been placed thereon had not ceased to be such officer.
19
20
ARTICLE VII
DEEDS AND OTHER INSTRUMENTS OF CONVEYANCE
SECTION 1. Deeds and other instruments of the corporation
conveying land or any interest in land shall be signed by the Senior Chairman,
the President or a Vice President, or an attorney-in-fact of the corporation
when authorized by appropriate resolution of the Board of Directors or
shareholders, and attested by the Corporate Secretary or an Assistant Corporate
Secretary and shall bear the corporate seal and when so executed shall be
binding upon the corporation, but not otherwise.
ARTICLE VIII
CHECKS, DRAFTS AND BILLS OF EXCHANGE
SECTION 1. The President of the corporation may from time to
time establish General Bank Accounts, Depository Bank Accounts, and such
Special Bank Accounts as in his judgment may be needed in carrying on and
dispatching the business of the corporation. All checks, drafts and bills of
exchange issued in the name of the corporation and calling for the payment of
money out of said General Accounts, Depository Accounts, or Special Accounts of
the corporation shall be signed by the Controller or Assistant Controller, or
such agents and employees as the President may from time to time designate and
authorize to sign for the Controller, and countersigned by the Treasurer or any
Assistant Treasurer, or such agents and employees as the President may from
time to
20
21
time designate and authorize to sign for the Treasurer; and when so designated
by the President, the signature of the Treasurer or an Assistant Treasurer may
be affixed by the use of a check-signing machine; provided that for the purpose
of transferring funds from any bank or depository at which the corporation has
funds on deposit to any other bank or depository of the corporation for credit
to the corporation's account, a form of check having plainly printed upon its
face "Depository Transfer Check" and being by its wording payable to a bank or
depository for credit to the account of the corporation, is hereby authorized,
and such checks shall require no signature other than the name of the
corporation printed at the lower right corner; and further provided that
checks, drafts and bills of exchange issued in the name of the corporation in
the amount of $5,000 or the equivalent thereof in foreign currency, or less
need bear only one signature and that being the signature of the Treasurer or
an Assistant Treasurer affixed either manually or by the use of a check-signing
machine, or the manual signature of such agents and employees as the President
may from time to time designate and authorize to sign for the Treasurer, and
further provided that no person authorized to sign checks or drafts may sign a
check or draft payable to himself. When signed in such applicable manner, but
not otherwise, every check, draft or bill of exchange issued in the name of the
corporation and calling for payment of money out of the General Bank Accounts,
Depository
21
22
Bank Accounts, and Special Bank Accounts of the corporation shall be valid and
enforceable according to its wording, tenor and effect, but not otherwise.
Provided however, that for the purpose of transferring funds between accounts
of the corporation, from accounts of the corporation to accounts of POOL ENERGY
SERVICES CO. and its subsidiaries and affiliates, and from accounts of
the corporation for the purpose of investment of corporate funds, the Treasurer
or an Assistant Treasurer, or such agents and employees as the President may
from time to time designate and authorize, may make such transfer of funds
by bank wire transfers through oral or written instructions; and for the
purpose of transferring funds from accounts of the corporation to accounts of
other third parties, such funds may be transferred by bank wire transfers but
only upon written instructions from the Treasurer or an Assistant Treasurer or
such agents and employees as the President may from time to time designate and
authorize to sign for the Treasurer, and countersigned by the Controller or
Assistant Controller, or such agents and employees as the President may from
time to time designate and authorize to sign for the Controller.
SECTION 2. The Treasurer of the corporation may establish
special bank accounts designated as Agent's Accounts or Local Manager's Account
in such bank or banks as in his judgment may be needed in carrying on and
dispatching the business of the corporation, provided that the Treasurer in
22
23
establishing and maintaining such accounts shall keep only such funds therein
and in such amount as may be required for the local needs of such accounts and
provided that checks or drafts issued against or drawn on such accounts shall
be valid and binding on the corporation according to their wording, tenor and
effect when signed by either the Treasurer of the corporation or by such agent
or employee of the corporation as may be designated by the Treasurer in writing
to such bank or when signed in such manner and by such agent or employee of the
corporation as may be designated by the President of the corporation; and
further provided that checks and drafts issued in the name of the corporation
against funds in such Agent's Account or Local Manager's Account in the amount
of $1,000.00 or more must be countersigned by two persons authorized to sign
such checks or drafts.
ARTICLE IX
FISCAL YEAR
SECTION 1. The fiscal year shall begin the first day of
January in each year.
ARTICLE X
DIVIDENDS
SECTION 1. Dividends upon the outstanding shares of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting. Dividends may be
23
24
paid in cash, in property, or in shares of the corporation, subject to the
provisions of the Articles of Incorporation.
ARTICLE XI
RESERVES
SECTION 1. There may be created by resolution of the Board of
Directors out of the retained earnings of the corporation such reserve or
reserves as the Directors from time to time, in their discretion, think proper
to provide for contingencies, or to equalize dividends, or to repair or
maintain any property of the corporation, or for such other purpose as the
Directors shall think beneficial to the corporation, and the Directors may
modify or abolish any such reserves in the manner in which it was created.
ARTICLE XII
SEAL
SECTION 1. The corporation's seal shall have inscribed
thereon the name of the corporation, the year of the organization and the words
"Corporate Seal, Oklahoma." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XIII
INDEMNIFICATION
SECTION 1. 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
24
25
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
SECTION 2. 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 a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a 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 him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the
25
26
best interests of the corporation; provided, however, that no indemnification
shall be made in respect to any claim, issue or matter as to which such person
shall have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the corporation except to the extent that the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which such court shall deem proper.
SECTION 3. 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 the 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.
SECTION 4. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this section.
26
27
SECTION 5. The indemnification hereunder shall be made only
upon a determination in the specific case that indemnification is proper under
the substantive standards established hereunder. Such determination shall be
made (1) by the Board of Directors by a majority vote of a quorum consisting of
directors who were 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 a written
opinion, or (3) by the shareholders. The indemnification hereunder 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 or personal representative of
such person.
SECTION 6. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity or
arising out of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the provisions of this
section.
27
28
ARTICLE XIV
AMENDMENTS
SECTION 1. Bylaws of the corporation may be amended, repealed
or adopted by vote of the holders of the shares at the time entitled to vote in
the election of any directors. If, at any meeting of shareholders, action is
proposed to be taken to amend, repeal or adopt Bylaws, the notice of such
meeting shall include a brief statement or summary of the proposed action.
28