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EXHIBIT 3.1
BYLAWS
(as amended)
GREY WOLF, INC.
(formerly DI Industries, Inc.)
DATED: DECEMBER 29, 1997
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INDEX
PAGE
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ARTICLE I Offices . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Principal Office . . . . . . . . . . . . . . . . . . . 1
Section 2. Registered Office . . . . . . . . . . . . . . . . . . . 1
Section 3. Other Offices . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE II Meetings of Shareholders . . . . . . . . . . . . . . . . 1
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . . . 1
Section 2. Annual Meeting . . . . . . . . . . . . . . . . . . . . 2
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . 2
Section 4. Notice of Meetings . . . . . . . . . . . . . . . . . . 2
Section 5. Voting Lists . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Quorum . . . . . . . . . . . . . . . . . . . . . . . . 3
Section 7. Organization . . . . . . . . . . . . . . . . . . . . . 3
Section 8. Proxies . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 9. Voting of Shares . . . . . . . . . . . . . . . . . . . 4
Section 10. Voting of Shares by Certain Holders . . . . . . . . . . 4
Section 11. Election of Directors . . . . . . . . . . . . . . . . . 5
Section 12. Telephone Meetings . . . . . . . . . . . . . . . . . . 5
ARTICLE III Directors . . . . . . . . . . . . . . . . . . . . . . . 6
Section 1. Number and Qualification . . . . . . . . . . . . . . . 6
Section 2. Election and Term of Office . . . . . . . . . . . . . . 6
Section 3. Resignation . . . . . . . . . . . . . . . . . . . . . . 6
Section 4. Removal . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 5. Vacancies . . . . . . . . . . . . . . . . . . . . . . . 7
Section 6. General Powers . . . . . . . . . . . . . . . . . . . . 7
Section 7. Compensation . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE IV Meetings of the Board . . . . . . . . . . . . . . . . . 7
Section 1. Place of Meetings . . . . . . . . . . . . . . . . . . . 7
Section 2. Regular Meetings . . . . . . . . . . . . . . . . . . . 7
Section 3. Special Meetings . . . . . . . . . . . . . . . . . . . 8
Section 4. Quorum and Action . . . . . . . . . . . . . . . . . . . 8
Section 5. Presumption of Assent to Action . . . . . . . . . . . . 8
Section 6. Telephone Meetings . . . . . . . . . . . . . . . . . . 9
Section 7. Action Without Meeting . . . . . . . . . . . . . . . . 9
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ARTICLE V Committees . . . . . . . . . . . . . . . . . . . . . . 9
Section 1. Membership and Authorities . . . . . . . . . . . . . . 9
Section 2. Minutes . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3. Vacancies . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4. Telephone Meetings . . . . . . . . . . . . . . . . . . 10
Section 5. Action Without Meeting . . . . . . . . . . . . . . . . 10
ARTICLE VI Officers . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 1. Number . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 2. Election, Term of Office and Qualification . . . . . . 11
Section 3. Subordinate Officers . . . . . . . . . . . . . . . . . 11
Section 4. Resignation . . . . . . . . . . . . . . . . . . . . . . 11
Section 5. Removal . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 6. Vacancies . . . . . . . . . . . . . . . . . . . . . . . 12
Section 7. The Chairman of the Board . . . . . . . . . . . . . . . 12
Section 8. The President . . . . . . . . . . . . . . . . . . . . . 12
Section 9. The Vice Presidents . . . . . . . . . . . . . . . . . . 12
Section 10. The Secretary . . . . . . . . . . . . . . . . . . . . . 13
Section 11. Assistant Secretaries . . . . . . . . . . . . . . . . . 13
Section 12. The Treasurer . . . . . . . . . . . . . . . . . . . . . 13
Section 13. Assistant Treasurers . . . . . . . . . . . . . . . . . 14
Section 14. Treasurer's Bond . . . . . . . . . . . . . . . . . . . 14
ARTICLE VII Corporate Shares . . . . . . . . . . . . . . . . . . . . 14
Section 1. Share Certificates . . . . . . . . . . . . . . . . . . 14
Section 2. Transfer of Shares . . . . . . . . . . . . . . . . . . 16
Section 3. Ownership of Shares . . . . . . . . . . . . . . . . . . 16
Section 4. Closing of Transfer Books . . . . . . . . . . . . . . . 16
Section 5. Dividends . . . . . . . . . . . . . . . . . . . . . . . 17
ARTICLE VIII General Provisions . . . . . . . . . . . . . . . . . . . 17
Section 1. Waiver of Notice . . . . . . . . . . . . . . . . . . . 17
Section 2. Seal . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 3. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . 17
Section 4. Reports of Situation and Amount of Business . . . . . . 18
Section 5. Checks, Notes, etc. . . . . . . . . . . . . . . . . . . 18
Section 6. Examination of Books and Records . . . . . . . . . . . 18
Section 7. Voting Upon Shares Held by the Corporation . . . . . . 18
ARTICLE IX Indemnities. . . . . . . . . . . . . . . . . . . . . . . 19
Section 1. Indemnification of Directors and Officers . . . . . . . 19
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ARTICLE X Amendments . . . . . . . . . . . . . . . . . . . . . . . 22
Section 1. Amendment by Board of Directors . . . . . . . . . . . . 22
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DI INDUSTRIES, INC.
BYLAWS
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation
shall be in the City of Houston, Texas.
Section 2. Registered Office. The registered office of the
Corporation required by the Texas Business Corporation Act to be maintained in
the State of Texas, may be, but need not be, identical with the principal
office and the address of the registered office may be changed from time to
time by the Board of Directors.
Section 3. 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 1. Place of Meetings. The Board of Directors may designate
any place, either within or without the State of Texas, as the place of meeting
for any annual meeting or for any special meeting called by the Board. A
waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the State of Texas, as the place
for the holding of such meeting. If no designation is made, or if a special
meeting be otherwise called, the place of meeting shall be the principal office
of the Corporation.
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Section 2. Annual Meeting. The annual meeting of shareholders
commencing with the year 1981 shall be held at such time, on such day and at
such place as may be designated by the Board of Directors, at which time the
shareholders shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting.
Section 3. Special Meetings. Special meetings of the shareholders
for any purpose or purposes, unless otherwise prescribed by law or by the
Articles of Incorporation, may be called by the Chairman of the Board, the
Board of Directors or the holders of not less than one-tenth (1/10) of all of
the shares entitled to vote at the meetings. Business transacted at all
special meetings shall be confined to the purpose or purposes, stated in the
call.
Section 4. Notice of Meetings. Written or printed notice of all
meetings of shareholders stating the place, day and hour thereof, and in the
case of a special meeting the purpose or purposes for which the meeting is
called, shall be personally delivered or mailed, not less than ten (10) days
nor more than fifty (50) days prior to the date of the meeting, to the
shareholders of record entitled to vote at such meeting. If mailed, the notice
shall be addressed to the shareholders as their address appears on the stock
transfer books of the Corporation and the postage shall be prepaid.
Section 5. Voting Lists. 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 the shareholders, a complete list of
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of each 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 shareholders at any time during usual
business hours. Such list shall also be produced and kept open at the time and
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place of the meeting and shall be subject to the inspection of any shareholder
for the duration 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. Quorum. The holders of a majority of the shares entitled
to vote, 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 law, by the Articles of Incorporation or by these Bylaws.
If, however, such quorum shall not be present or represented at any meeting of
the shareholders, the shareholders entitled to vote at such meeting, present in
person or represented by proxy, shall have the 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 a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally convened.
Section 7. Organization. The Chairman of the Board, if one shall be
elected, shall preside at all meetings of the shareholders. In his absence or
should a Chairman of the Board not be elected, the President or a Vice
President shall preside. In the absence of all of these officers any
shareholder or the duly appointed proxy of any shareholder may call the meeting
to order and a chairman shall be elected from the shareholders present.
The Secretary of the Corporation shall act as secretary at all meetings
of the shareholders. In his absence an Assistant Secretary shall so act and in
the absence of all of these officers the presiding officer may appoint any
person to act as secretary of the meeting.
Section 8. Proxies. At any meeting of the shareholders every
shareholder entitled to vote at such meeting shall be entitled to vote in
person or by proxy executed in writing by such
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shareholder or by his duly authorized attorney-in-fact. No proxy shall be
valid after eleven (11) months from the date of its execution unless such proxy
otherwise provides. A proxy shall be revocable unless expressly provided
therein to be irrevocable or unless otherwise made irrevocable by law.
Section 9. Voting of Shares. Except as otherwise provided by law,
the Articles of Incorporation or these Bylaws, each shareholder shall have one
(1) vote for each share having voting rights registered in his name on the
books of the Corporation at the time of the closing of this stock transfer
books (or at the record date) for such meeting. When a quorum is present at
any meeting the bote of holders of a majority of the shares entitled to vote,
present in person or represented by proxy, shall decide any matter submitted to
such meeting, unless the matter is one upon which by law or by express
provision of the Articles of Incorporation or of the Bylaws the vote of a
greater number is required, in which case the vote of such greater number shall
govern and control the decision of such matter.
Section 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may authorize or, in the absence of such
authorization, as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be voted by him so long as such shares forming a part of an estate are in the
possession and form a part of the estate being served by him, either in person
or by proxy, without a transfer of such shares into his name. Shares standing
in the name of a trustee may be voted by him, either in person or by proxy, but
no
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trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name as trustee.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the court by which such receiver was
appointed.
Shares of its own stock belonging to the Corporation, shares of its own
stock owned by another corporation the majority of the voting stock of which is
owned or controlled by the Corporation, and shares of its own stock held by the
Corporation in a fiduciary capacity shall not be voted, directly or indirectly,
at any meeting, and shall not be counted in determining the total number of
outstanding shares at any given time.
Section 11. Election of Directors. At each election for Directors
each shareholder entitled to vote at such election shall, unless otherwise
provided by the Articles of Incorporation or by applicable law, have the right
to bote the number of shares owned by him for as many persons as there are to
be elected and for whose election he has a right to vote. Unless otherwise
provided by the Articles of Incorporation, no shareholder shall have the right
or be permitted to cumulate his votes on any basis.
Section 12. Telephone Meetings. Shareholders may participate in and
hold a meeting of the shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting, except where a
person
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participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE III
DIRECTORS
Section 1. Number and Qualification. The property, business and
affairs of the Corporation shall be managed and controlled by a Board of
Directors composed of not less than one (1) member who shall be elected
annually by the shareholders. Directors need not be residents of the State of
Texas or shareholders of the Corporation. The number of Directors may be
increased or decreased by resolution adopted by a majority of the Board of
Directors. No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director.
Section 2. Election and Term of Office. The Directors shall be
elected at the annual meeting of the shareholders (except as provided in
Section 5 of this Article). Each Director elected shall hold office until his
successor shall be elected at an annual meeting of the shareholders and shall
qualify, or until his death, his resignation or his removal in the manner
hereinafter provided.
Section 3. Resignation. Any Director may resign at any time by
giving written notice to the President or Secretary. Such resignation shall
take effect at the time specified therein and unless otherwise specified
therein the acceptance of such resignation shall not be necessary to make it
effective.
Section 4. Removal. At any special meeting of the shareholders
called expressly for that purpose any Director or Directors, including the
entire Board of Directors, may be removed, either with or without cause, and
another person or persons may be elected to serve for the remainder of his or
their term by a vote of the holders of a majority of all shares outstanding and
entitled to vote
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at an election of directors. In case any vacancy so created shall not be
filled by the shareholders at such meeting, such vacancy may be filled by the
Directors as provided in Section 5 of this Article.
Section 5. Vacancies. If any vacancy shall occur in the Board of
Directors such vacancy may, subject to the provisions of Section 4 of this
Article, be filled by the affirmative vote of a majority of the remaining
Directors. A Director elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
Section 6. General Powers. In addition to the powers and authorities
expressly conferred upon them by these Bylaws, the Board of Directors may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not by law or by the Articles of Incorporation or by these Bylaws
directed or required to be exercised or done by the shareholders.
Section 7. Compensation. Each Director may be paid his expenses of
attendance at each meeting of the Board of Directors or of a committee of the
Board of Directors, and may be paid a stated fee for attendance at meetings of
the Board of Directors. Nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
MEETINGS OF THE BOARD
Section 1. Place of Meetings. The Directors of the Corporation may
hold their meetings, both regular and special, either within or without the
State of Texas.
Section 2. Regular Meetings. Regular meetings of the Board may be
held without notice at such time and place as shall from time to time be
determined by the Board.
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Section 3. Special Meetings. Special meetings of the Board may be
called by the President on one (1) day's notice to each Director given either
personally, by mail or by telegram. Special meetings shall be called by the
President or Secretary in like manner and like notice on the written request of
any Director. Neither the purpose of nor the business to be transacted at any
special meeting of the Board of Directors need by specified in the notice or
waiver of notice of such meeting. Attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting except where a Director attends a
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called or convened.
Section 4. Quorum and Action. At all meetings of the Board the
presence of a majority of the Directors shall be necessary and sufficient to
constitute a quorum for the transaction of business and the act of a majority
of the Directors at any meeting at which a quorum is present shall be the act
of the Board of Directors unless the act of a greater number is required by
law, the Articles of Incorporation or these Bylaws. If a quorum shall not be
present at any meeting of Directors, the Directors present may adjourn the
meeting from time to time without notice other than announcement at the meeting
until a quorum shall be present.
Section 5. Presumption of Assent to Action. A Director who is
present at a meeting of the Board at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such
action.
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Section 6. Telephone Meetings. Directors may participate in and hold
a meeting of the Board of Directors by means of conference telephone or similar
communications equipment of which all persons participating in the meeting can
hear each other an participation in a meeting pursuant to this Section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
Section 7. Action Without Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors, or any committee thereof,
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, and such consent shall have the same force and
effect as a unanimous vote at a meeting.
ARTICLE V
COMMITTEES
Section 1. Membership and Authorities. The Board of Directors, by
resolution adopted by a majority of the full Board, may designate two (2) or
more Directors to constitute an Executive Committee, which Committee to the
extent provided in such resolution, shall have and may exercise all of the
authority of the Board of Directors in the Business and affairs of the
Corporation, except in those cases where the authority of the Board of
Directors is specifically denied to the Executive Committee by applicable law,
the Articles of Incorporation or these Bylaws. The designation of an Executive
Committee and the delegation of authority to it shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed by
law. The Board of Directors,
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by resolution adopted by a majority of the Board, may also designate two (2) or
more Directors to constitute such other committees as the Board deems
appropriate.
Section 2. Minutes. Each committee of the Board shall keep regular
minutes of its proceedings and report the same to the Board when required.
Section 3. Vacancies. The Board of Directors shall have the power at
any time to fill vacancies in, to change the membership of, or to dissolve, the
Executive Committee and any other committee of the Board.
Section 4. Telephone Meetings. Committee members may participate in
or hold a meeting of the committee on which they are members by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting pursuant to this Section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
Section 5. Action Without Meeting. Any action required or permitted
to be taken at a meeting of a committee of the Board, may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
by all the members of that committee, and such consent shall have the same
force and effect as a unanimous vote at a meeting.
ARTICLE VI
OFFICERS
Section 1. Number. The officers of the Corporation shall be a
President, a Vice-President, a Secretary and a Treasurer. The Board of
Directors may also choose a Chairman and
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additional Vice-Presidents, Assistant Secretaries and/or Assistant Treasurers.
One person may hold any two or more of these offices except those of President
and Secretary.
Section 2. Election, Term of Office and Qualification. The Officers
of the Corporation shall be elected by the Board of Directors at its first
meeting after each annual meeting of shareholders. The Board shall elect a
President, a Vice-President, a Secretary and a Treasurer, none of whom need be
a member of the Board. Each officer so elected shall hold office until his
successor shall have been duly chosen and has qualified or until his death or
his resignation or removal in the manner hereinafter provided.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms, have such authority and perform such duties as the
Board of Directors may from time to time determine. The Board of Directors may
delegate to any committee or officer the power to appoint any such subordinate
officer or agent.
Section 4. Resignation. Any officer may resign at any time by giving
written notice thereof to the Board of Directors or to the President or
Secretary of the Corporation. Any such resignation shall take effect at the
time specified therein and unless otherwise specified therein the acceptance of
such resignation shall not be necessary to make it effective.
Section 5. Removal. Any officer elected or appointed by the Board of
Directors may be removed by the Board at any time with or without cause. Any
other officer may be removed at any time with or without cause by the Board of
Directors or by any committee or superior officer in whom such power of removal
may be conferred by the Board of Directors.
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Section 6. Vacancies. A vacancy in any office shall be filled for
the unexpired portion of the term by the Board of Directors, but in case of a
vacancy occurring in an office filled in accordance with the provisions of
Section 3 of this Article, such vacancy may be filled by any committee or
superior officer upon whom such power may be conferred by the Board of
Directors.
Section 7. The Chairman of the Board. The Chairman of the Board, if
one shall be elected, shall preside at all meetings of the Shareholders and
Directors. In addition, the Chairman of the Board shall perform whatever
duties and shall exercise all powers that are given to him by the Board of
Directors.
Section 8. The President. The President shall be the chief executive
officer of the Corporation; shall (in the absence of the Chairman of the Board,
if one shall be elected) preside at meetings of the shareholders and Directors;
shall be ex officio a member of all standing committees; shall have general and
active management of the business of the Corporation; and shall see that all
orders and resolutions of the Board of Directors are carried into effect. He
may sign, with any other proper officer, certificates for shares of the
Corporation and any deeds, bonds, mortgages, contracts and other documents
which the Board of Directors has authorized to be executed, except where
required by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or these Bylaws, to some other officer or agent of the Corporation.
Section 9. The Vice Presidents. The Vice Presidents shall perform
the duties as are given to them by these Bylaws and as may from time to time be
assigned to them by the Board of Directors or by the President and may sign,
with any other proper officer, certificates for shares of the Corporation. At
the request of the President, or in his absence or disability, the Vice
President
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designated by the President (of in the absence of such designation, the senior
Vice President) shall perform the duties and exercise the powers of the
President.
Section 10. The Secretary. The Secretary, when available, shall
attend all meetings of the Board of Directors and all meetings of the
shareholders and record all votes and the minutes of all proceedings in a book
to be kept for that purpose and shall perform like duties for the Executive
Committee and 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 as required by law or these Bylaws, be custodian of the
corporate records and have general charge of the stock books of the Corporation
and shall perform such other duties as may be prescribed by the Board of
Directors or President, under whose supervision he shall be. He may sign, with
any other proper officer, certificates for shares of the Corporation and shall
keep in safe custody the seal of the Corporation, and, when authorized by the
Board, affix the same to any instrument requiring it and, when so affixed, it
shall be attested by his signature or by the signature of the Treasurer or an
Assistant Secretary.
Section 11. Assistant Secretaries. The Assistant Secretaries shall
perform the duties as are given to them by these Bylaws or as may from time to
time be assigned to them by the Board of Directors or by the Secretary. At the
request of the Secretary, or in his absence or disability, the Assistant
Secretary designated by the Secretary (or in the absence of such designation
the senior Assistant Secretary) shall perform the duties and exercise the
powers of the Secretary.
Section 12. The Treasurer. The Treasurer shall have the custody and
be responsible for all corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in the books belonging to the
Corporation and shall deposit all monies and other
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valuable effects in the name and to the credit of the Corporation, in such
depositories as may be designated by the Board of Directors. He 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 to the
President and Directors, at the regular meetings of the Board, or whenever they
may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation. He may sign, with any other proper
officer, certificates for shares of the Corporation.
Section 13. Assistant Treasurers. The Assistant Treasurers shall
perform the duties as are given to them by these Bylaws or as may from time to
time be assigned to them by the Board of Directors or by the Treasurer. At the
request of the Treasurer, or in his absence or disability, the Assistant
Treasurer designated by the Treasurer (or in the absence of such designation
the senior Assistant Treasurer) shall perform the duties and exercise the
powers of the Treasurer.
Section 14. Treasurer's Bond. If required by the Board, the Treasurer
and any Assistant Treasurer shall give the Corporation a bond in such sum and
with such surety or sureties as shall be fixed from time to time by the Board
of Directors. The Board of Directors may delegate to any committee or officer
the power to fix from time to time the salary or other compensation of officers
and agents appointed in accordance with the provisions of Section 3 of this
Article.
ARTICLE VII
CORPORATE SHARES
Section 1. Share Certificates. The Certificates representing shares
of the Corporation shall be in such form, not inconsistent with statutory
provisions and the Articles of Incorporation, as shall be approved by the Board
of Directors. The certificates shall be signed by the President or a Vice
President, and either the Secretary or an Assistant Secretary or the Treasurer
or an Assistant
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Treasurer of the Corporation, and sealed with the Corporate seal or facsimile
thereof. The signatures of the President or Vice President, Secretary or
Assistant Secretary, Treasurer or Assistant Treasurer upon a certificate may be
facsimiles, if the certificate is countersigned by a transfer agent, or
registered by a registrar, either of which is other than the Corporation itself
or an employee of the Corporation. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued with the same
effect as if he were such officer at the date of its issuance. All
certificates shall be consecutively numbered and the name of the person owning
the shares represented thereby, with the number of such shares and the date of
issue, shall be entered on the Corporation's books.
All certificates issued by the Corporation shall bear the following
legend:
The Articles of Incorporation, as amended, of DRILLERS, INC. on file in
the office of the Secretary of State of Texas set forth a full
settlement of (a) all of the designations, preferences, limitations and
relative rights of the shares of each class of shares authorized to be
issued, (b) the authority of the Board of Directors to fix and determine
the relative rights and preferences of the shares of preferred stock
which the corporation is authorized to issue in series and, if and to
the extent that they have been fixed and determined, the relative rights
and preferences of any such series, and (c) the denial to shareholders
of preemptive rights to acquire unissued or treasury shares of the
Corporation and the right of cumulative voting. The Corporation will
furnish a copy of such statement to the record holder of this
certificate without charge on written request to the Corporation at its
principal place of business or registered office.
All certificates surrendered to the Corporation shall be canceled, and
no new certificate shall be issued until the former certificate for the same
number of shares has been surrendered and canceled, except that in case of a
lost, destroyed or mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
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Section 2. Transfer of Shares. Subject to any restrictions upon
transfer contained herein or otherwise provided by law affecting outstanding
shares of capital stock of the Corporation, upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer and satisfaction of the Corporation that the requested
transfer complies with the provisions of applicable state and federal laws and
regulations and any agreements to which the Corporation is a party, the
Corporation shall 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 Corporation shall be entitled to
treat the holder of record of any share or shares 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 the laws of the State of Texas.
Section 4. Closing of Transfer Books. 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 other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed
for a stated period but not to exceed, in any case, fifty (50) days. If the
stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, 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
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than fifty (50) days and, in case of a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of shareholders is to be taken, and the determination of
shareholders on such record date shall apply with respect to the particular
action requiring the same notwithstanding any transfer of shares on the books
of the Corporation after such record date.
Section 5. Dividends. The Board of Directors may, from time to time,
declare, and the Corporation may pay, dividends on its outstanding shares in
the manner and upon the terms and conditions provided by the Articles of
Incorporation and by law.
ARTICLE VIII
GENERAL PROVISIONS
Section 1. Waiver of Notice. Whenever, under the provisions of
applicable law or of the Articles of Incorporation or of these Bylaws, any
notice is required to be given to any shareholder or Director, 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 equivalent to the giving of
such notice.
Section 2. Seal. If one be adopted, the Corporate seal shall have
inscribed thereon the name of the Corporation and shall be in such form as may
be approved by the Board of Directors. Said seal may be used by causing it or a
facsimile of it be impressed or affixed or in any manner reproduced.
Section 3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the Board of Directors.
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Section 4. Reports of Situation and Amount of Business. The Board of
Directors shall, when requested by the holders of at least one-third of the
outstanding shares of the Corporation, present written reports of the situation
and amount of business of the Corporation.
Section 5. Checks, Notes, etc. 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 6. Examination of Books and Records. Any person who shall
have been a shareholder of record for at least six (6) months immediately
preceding his demand, or who shall be the holder of record of at least five per
cent (5%) of all the outstanding shares of the Corporation, upon written demand
stating the purpose thereof, shall have the right to examine, in person or by
agent or attorney, at any reasonable time or times, for any proper purpose, the
books and records of account, minutes, and record of shareholders of the
Corporation, and shall be entitled to make extracts therefrom.
Section 7. Voting Upon Shares Held by the Corporation. Unless
otherwise ordered by the Board of Directors, the President, acting on behalf of
the Corporation, shall have full power and authority to attend and to act and
to vote at any meeting of shareholders of any corporation in which this
Corporation may hold shares and at any such meeting shall possess and may
exercise any and all of the rights and powers incident to the ownership of such
shares which, as the owner thereof, the Corporation might have possessed and
exercised, if present. The Board of Directors by resolution from time to time
may confer like powers upon any other person or persons.
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ARTICLE IX
INDEMNITIES
Section 1. Indemnification of Directors and Officers.
(a) The Corporation shall indemnify every director or officer
or former director or officer of the corporation or any person who may have
served at its request as a director or officer (or in a similar capacity) of
another corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan, against reasonable expenses (including attorney's fees),
damages, fines, penalties, judgements, amounts paid in settlement, and other
liabilities actually and reasonably incurred by him in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which he may be made a party or
in which he may become involved by reason of his being or having been such a
director or officer (whether or not involving action in his official capacity
as director or officer), except that no indemnification shall be made under
this subsection (a) in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for gross negligence, recklessness
or willful misconduct in the performance of his duty to the corporation, unless
and only to the extent that a court of appropriate jurisdiction shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity.
(b) Any indemnification under subsection (a) (unless ordered
by a court of appropriate jurisdiction) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper
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in the circumstances because he is not guilty of gross negligence, recklessness
or willful misconduct in the performance of his duty to the corporation. 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 cannot be obtained, then by a majority vote
of a committee of the board, duly designated to act in the matter by a majority
vote of the full board (in which designation directors who are parties may
participate), consisting solely of two or more directors not at the time
parties to such proceeding; or (3) by special legal counsel, selected by the
board of directors or a committee thereof by vote as set forth in clauses (1)
or (2) of this subsection (b) or, if the requisite quorum of the full board
cannot be obtained therefor and such committee cannot be established, by a
majority vote of the full board (in which selection directors who are parties
may participate); or (4) by the shareholders. In the event a determination is
made under this subsection (b) that the director or officer has met the
applicable standard of conduct as to some matters but not as to others, amounts
to be indemnified may be reasonably prorated.
(c) Expenses incurred in appearing at, participating in or
defending any threatened, pending or completed action suit or proceeding,
whether civil, criminal, administrative or investigative, shall be paid by the
corporation at reasonable intervals in advance of the final disposition. of such
action, suit or proceeding after a determination is made in the manner specified
by subsection (b) that the information then known to those making the
determination (without undertaking further investigation for purposes thereof)
does not establish that indemnification would not be permissible under
subsection (a), and upon receipt that indemnification would not be permissible
under subsection (a), and upon
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receipt by the corporation of (A) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation as authorized in this Section,
and (B) a written undertaking by or on behalf of the director or officer 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.
(d) It, is the intent of the corporation to indemnify the
persons referred to in this Section to the Fullest extent permitted by law. The
indemnification provided by this Sections shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
law, by-law, agreement, vote of stockholders or disinterested directors, or
otherwise, or under any policy or policies of insurance purchased and maintained
by the corporation on behalf of any such director or officer, both as to action
in his official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director or
officer, and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(e) The indemnification provided by this Section shall be
subject to all valid and applicable laws, and, in the event this Section shall
be subject to all valid and applicable laws, and, in the event this Section or
any of the provisions hereof or the indemnification contemplated hereby are
found to be inconsistent with or contrary to any such valid laws, the latter
shall be deemed to control and this Section shall be regarded as modified,
accordingly, and, as so modified! to continue in full force and effect.
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ARTICLE X
AMENDMENTS
Section 1. Amendment by Board of Directors. The power to alter,
amend or repeal these Bylaws or to adopt new Bylaws shall be vested in the
Board of Directors and such action may be taken at any annual, regular or
special meeting.
Section 2. This corporation shall not be governed by Part Thirteen of
the Texas Business Corporation Act containing the Texas Business Combination
Law.
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