Exhibit 3.4
BYLAWS
OF
ACC LEASE CO., INC.
January 23, 2003
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ARTICLE I Shareholders' Meetings..................................................................................1
Section 1. Annual Meeting.........................................................................1
Section 2. Special Meetings.......................................................................1
Section 3. Notice of Meetings.....................................................................1
Section 4. Quorum.................................................................................2
Section 5. Voting.................................................................................2
Section 6. List of Shareholders...................................................................2
Section 7. Action by Written Consent of Shareholders..............................................2
Section 8. Order of Business......................................................................2
ARTICLE II Directors..............................................................................................2
Section 1. Powers.................................................................................2
Section 2. Number.................................................................................3
Section 3. Vacancies..............................................................................3
Section 4. Place of Meetings......................................................................3
Section 5. Regular Meetings.......................................................................3
Section 6. Special Meetings.......................................................................3
Section 7. Quorum.................................................................................3
Section 8. Presence at Meeting....................................................................3
Section 9. Action Without Meeting.................................................................3
Section 10. Committees of the Board................................................................4
Section 11. Compensation...........................................................................4
Section 12. Advisory Directors.....................................................................4
ARTICLE III Officers and Employees................................................................................4
Section 1. Election...............................................................................4
Section 2. Term, Removal and Vacancies............................................................5
Section 3. Chairman of the Board..................................................................5
Section 4. Chief Executive Officer................................................................5
Section 5. President..............................................................................5
Section 6. Vice Presidents........................................................................5
Section 7. Secretary..............................................................................6
Section 8. Treasurer..............................................................................6
Section 9. Divisional Officers....................................................................6
ARTICLE IV Stock Certificates and Transfer Books..................................................................6
Section 1. Certificates...........................................................................6
Section 2. Record Ownership.......................................................................7
Section 3. Transfer Agent and Registrar...........................................................7
Section 4. Lost Certificates......................................................................7
Section 5. Transfer of Stock......................................................................7
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Section 6. Fixing Date for Determination of Shareholders of Record................................7
ARTICLE V General Provisions......................................................................................8
Section 1. Offices................................................................................8
Section 2. Voting of Stock........................................................................8
Section 3. Notices................................................................................8
Section 4. Waiver of Notice.......................................................................8
ARTICLE VI Indemnification of Officers, Directors, Employees and Agents...........................................9
Section 1. Actions Other than in the Right of the Corporation.....................................9
Section 2. Actions by or in the Right of the Corporation..........................................9
Section 3. Advancement of Expenses................................................................9
Section 4. Insurance..............................................................................9
Section 5. Indemnification Required..............................................................10
Section 6. Entitlement; Nonexclusivity...........................................................10
ARTICLE VII Amendments...........................................................................................10
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BYLAWS
OF
ACC LEASE CO., INC.
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1. Annual Meeting. The annual meeting of shareholders for the
election of directors and the transaction of such other business as may properly
come before the meeting shall be held at 10:00 a.m. on the first Tuesday of
April of each year or at such other time as shall be determined by the board of
directors. If the day fixed for the annual meeting is a legal holiday, such
meeting shall be held on the next succeeding business day. The meeting shall be
held at the principal offices of the corporation or at such other place as shall
be determined by a majority of the directors.
Section 2. Special Meetings. Special meetings of shareholders may be called by
the board of directors, or by the president, and shall be held at such places,
within or without the State of Oklahoma, as may be specified in the call of any
meeting. Further, the president, or in his absence, the secretary, shall call a
special meeting at the request in writing of shareholders owning not less than
fifty-one percent (51%) in amount of the entire capital stock of the corporation
issued and outstanding and entitled to vote, provided that such request states
the purpose or purposes for the proposed meeting.
Section 3. Notice of Meetings. Unless otherwise provided in the Oklahoma General
Corporation Act, written notice of every meeting of shareholders stating the
place, date, hour and, in the case of a special meeting, purposes thereof,
shall, except when otherwise required by law, be given not less than ten (10)
nor more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote thereat; provided that such notice may be waived in writing,
signed by the person entitled to notice either before or after the time stated
therein. Neither the business to be transacted at nor the purpose of any meeting
need be specified in such written waiver of notice.
At any meeting at which a quorum of shareholders is present, in person or
represented by proxy, the chairman of the meeting or the holders of the majority
of the shares of stock present or represented by proxy may adjourn from time to
time until the meeting's business is completed. At the adjourned meeting, the
corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each shareholder of record entitled
to vote at the meeting. Otherwise, no notice need be given.
If mailed, notice shall be deemed to be given when deposited in the United
States mail, addressed to the shareholder at his address as it appears on the
records of the corporation, with postage thereon prepaid.
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Section 4. Quorum. The holders of a majority of the shares of stock entitled to
vote, present in person or by proxy, shall, except as otherwise provided by law,
constitute a quorum for the transaction of business at all meetings of the
shareholders.
Section 5. Voting. Each shareholder shall at every meeting of shareholders be
entitled to one vote, in person or by proxy, for each share of stock having
voting power held by such shareholder. Unless otherwise provided by law, no
proxy shall be voted on after three years from its date unless the proxy
provides for a longer period. All matters other than elections shall be decided
by a majority of the votes in person or by proxy, except as otherwise required
by the laws of Oklahoma. All elections of directors shall be decided by a
plurality.
Section 6. List of Shareholders. Unless otherwise provided in the Oklahoma
General Corporation Act, at least ten days before every meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder, and the number
of shares registered in the name of each shareholder, shall be prepared by the
officer in charge of the stock ledger. Such list shall be open to the
examination of any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten 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 specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof and may be
inspected by any shareholder who is present. The stock ledger shall be the only
evidence as to who are shareholders entitled to examine the stock ledger, the
list required by this section or the books of the corporation, or to vote in
person or by proxy at any meeting of shareholders.
Section 7. Action by Written Consent of Shareholders. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. The board of directors may fix, in advance,
the record date for determining shareholders entitled to express consent to
corporate action in writing without a meeting, which shall not be more than
sixty (60) days prior to the taking of such action. Prompt notice of the taking
of corporate action without a meeting by less than unanimous written consent
shall be given to those shareholders who have not consented in writing.
Section 8. Order of Business. The chairman of the meeting shall determine the
order of business and the procedure at the meeting, including regulation of the
manner of voting and the conduct of discussion.
ARTICLE II
DIRECTORS
Section 1. Powers. The business and affairs of the corporation shall be managed
by or under the direction of its board of directors.
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Section 2. Number. The number of directors which shall constitute the entire
board shall not be less than one nor more than three and shall consist of one
director until, within the limits above specified, a different number of
directors, which shall constitute the whole board, shall be determined by
resolution of the board.
Section 3. Vacancies. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election of the class for which
each such director has been chosen and until his successor is duly elected and
qualified, or until his earlier resignation or removal.
Section 4. Place of Meetings. Board meetings may be held at such places, within
or without the State of Oklahoma, as stated in these bylaws or as the board may
from time to time determine or as may be specified in the call of any meetings.
Section 5. Regular Meetings. The annual meeting of the board shall be held
without call or notice immediately after and at the same general place as the
annual meeting of the shareholders, for the purpose of electing officers and
transacting any other business that may properly come before the meeting.
Additional regular meetings of the board may be held without call or notice at
such place and at such time as shall be fixed by resolution of the board but in
the absence of such resolution shall be held upon call by the president or a
majority of directors.
Section 6. Special Meetings. Special meetings of the board may be called by the
chairman of the board or the president or by a majority of the directors then in
office. Notice of special meetings shall be given to each director at least
three (3) days before the meeting. Such notice shall set forth the time and
place of such meeting, but need not, unless otherwise required by law, state the
purposes of the meeting. A majority of the directors present at any meeting may
adjourn the meeting from time to time without notice other than announcement at
the meeting.
Section 7. Quorum. A majority of the total number of directors, excluding any
vacancies, shall constitute a quorum for the transaction of business at any
meeting of the board; provided, however, that in no event shall a number which
is less than one-third (1/3) of the total number of directors constitute a
quorum. If at any meeting a quorum is not present, a majority of the directors
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum is present. The act of a majority of
directors present in person at a meeting at which a quorum is present shall be
the act of the board of directors.
Section 8. Presence at Meeting. Members of the board of directors, or of any
committee thereof, may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall be deemed presence in person at such meeting.
Section 9. Action Without Meeting. Any action required or permitted to be taken
at any meeting of the board of directors, or of any committee thereof, may be
taken without a meeting if
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all members of the board or such committee, as the case may be, consent thereto
in writing, and such written consent is filed with the minutes of the
proceedings of the board or such committee.
Section 10. Committees of the Board. The board of directors may, by resolution
passed by a majority of the whole board, designate one or more committees, each
such committee to consist of one or more of the directors of the corporation and
have such name or names as may be determined from time to time by resolution
adopted by the board. The board may designate one or more directors as alternate
members of any committee who may replace any absent or disqualified member at
any meeting of the committee. Any such committee, to the extent provided in the
resolution, shall have and may exercise the powers of the board of directors in
the management of the business and affairs of the corporation, and generally
perform such duties and exercise such powers as may be directed or delegated by
the board of directors from time to time, and, furthermore, may authorize the
seal of the corporation to be affixed to all papers which may require it. In the
absence or disqualification of any member of such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board to act at the meeting in the place of such absent or
disqualified member. Each such committee shall keep regular minutes of its
proceedings and report the same to the board of directors as and when required.
Section 11. Compensation. Each director shall be reimbursed for reasonable
expenses incurred in attending any meeting of the board or of any committee of
which such director shall be a member. The board may by resolution allow
reasonable fees to some or all of the directors for attendance at any board or
committee meeting. No such payment shall preclude any directors from serving the
corporation in any other capacity and receiving compensation therefor.
Section 12. Advisory Directors. The board of directors may appoint individuals
who may but need not be directors, officers, or employees of the corporation to
serve as members of an advisory board of directors of the corporation and may
fix fees or compensation for attendance at meetings of any such advisory boards.
The members of any such advisory board may adopt and from time to time may amend
rules and regulations for the conduct of their meetings and shall keep minutes
which shall be submitted to the board of directors of the corporation. The term
of office of any member of the advisory board of directors shall be at the
pleasure of the board of directors and shall expire the day of the annual
meeting of the shareholders of the corporation. The function of any such
advisory board of directors shall be to advise with respect to the affairs of
the corporation.
ARTICLE III
OFFICERS AND EMPLOYEES
Section 1. Election. At the annual meeting of the board, there shall be elected
such officers as may be necessary to enable the corporation to sign instruments
and stock certificates which comply with the Oklahoma General Corporation Act.
Such officers may include a chairman of the board, chief executive officer, a
president, one or more vice presidents (who may be designated by different
classes), a secretary, a treasurer and other officers. No officer need be a
director. Two or more offices may be held by the same person.
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Section 2. Term, Removal and Vacancies. All officers shall serve at the pleasure
of the board. Any officer elected or appointed by the board may be removed at
any time by the board whenever in its judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. A vacancy in any
office shall be filled by the board of directors.
Section 3. Chairman of the Board. The chairman of the board, if one has been
elected, shall preside at all meetings of the board, shareholders and committees
of which he is a member. He shall have such powers and perform such duties as
may be authorized by the board of directors.
Section 4. Chief Executive Officer. If the board of directors has elected a
chairman of the board, it may designate the chairman of the board as the chief
executive officer of the corporation. If no chairman of the board has been
elected, or in his absence or inability to act, or if no such designation has
been made by the board of directors, the president shall be the chief executive
officer of the corporation. The chief executive officer shall (i) have the
overall supervision of the business of the corporation and shall direct the
affairs and policies of the corporation, subject to any directions which may be
given by the board of directors, (ii) shall have authority to designate the
duties and powers of officers and delegate special powers and duties to
specified officers, so long as such designations shall not be inconsistent with
the laws of the State of Oklahoma, these bylaws or action of the board of
directors, and shall in general have all other powers and shall perform all
other duties incident to the chief executive officer of a corporation and such
other powers and duties as may be prescribed by the board of directors from time
to time.
Section 5. President. If the board of directors has elected a chairman of the
board and designated such officer as the chief executive officer of the
corporation, the president shall serve as chief operating officer and be subject
to the control of the board of directors and the chairman of the board. He shall
have such powers and perform such duties as from time to time may be assigned to
him by the board of directors or the chairman of the board. If the board of
directors has not elected a chairman of the board, or if one has been elected
and has not been designated the chief executive officer of the corporation, then
the president shall be the chief executive officer of the corporation with the
powers and duties provided in Article III, Section 4, of these bylaws. In any
event, the president shall have the power to execute, and shall execute, bonds,
deeds, mortgages, extensions, agreements, modification of mortgage agreements,
leases and contracts or other instruments of the corporation except where
required or permitted 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 by the president to some other officer or agent of the
corporation. The president may sign with the secretary or an assistant
secretary, certificates for shares of stock of the corporation, the issuance of
which shall have been duly authorized by the board of directors, and shall vote,
or give a proxy to any other person to vote, all shares of the stock of any
other corporation standing in the name of the corporation. The president, in
general, shall have all other powers and shall perform all other duties as may
be prescribed by the board of directors from time to time.
Section 6. Vice Presidents. A vice president shall perform such duties as may
from time to time be assigned to him by the board or by the chairman or the
president. In the absence or inability to act of the president, the vice
president (or if there is more than one vice president, in
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the order designated by the board and, absent such designation, in the order of
their first election to that office) shall perform the duties and discharge the
responsibilities of the president.
Section 7. Secretary. The secretary shall be the keeper of the corporate seal
and corporate records, and shall give notice of, attend, and record minutes of
meetings of shareholders and directors. He shall, in general, perform all duties
incident to the office of secretary and such other duties as may be assigned to
him by the board or by the president. The assistant secretaries, if any, shall
have such duties as shall be delegated to them by the secretary and, in the
absence of the secretary, the senior of them present shall discharge the duties
of the secretary.
Section 8. Treasurer. The treasurer shall be responsible for (i) the custody and
safekeeping of all of the funds and securities of the corporation, (ii) the
receipt and deposit of all moneys paid to the corporation, (iii) where necessary
or appropriate, the endorsement for collection on behalf of the corporation of
all checks, drafts, notes and other obligations payable to the corporation, (iv)
the disbursement of funds of the corporation under such rules as the board may
from time to time adopt, (v) maintaining the general books of account of the
corporation, and (vi) the performance of such further duties as are incident to
the office of treasurer or as may be assigned to him by the board or by the
president. The assistant treasurers, if any, shall have such duties as shall be
delegated to them by the treasurer, and in the absence of the treasurer, the
senior one of them present shall discharge the duties of the treasurer.
Section 9. Divisional Officers. The board may from time to time appoint officers
of various divisions of the corporation. Divisional officers shall not by virtue
of such appointment become officers of the corporation. Subject to the direction
of the president of the corporation, the president of a division shall have
general charge, control and supervision of all the business operations of his
division, and the other divisional officers shall have such duties and authority
as may be prescribed by the president of the division.
ARTICLE IV
STOCK CERTIFICATES AND TRANSFER BOOKS
Section 1. Certificates. Every shareholder shall be entitled to have a
certificate in such form as the board shall from time to time approve, signed
by, or in the name of the corporation by (i) the chairman of the board, if any,
the president or any vice president and (ii) the treasurer, or assistant
treasurer, or the secretary or an assistant secretary, certifying the number of
shares owned by him in the corporation. During the time in which the corporation
is authorized to issue more than one class of stock or more than one series of
any class, there shall be set forth on the face or back of each certificate
issued a statement that the corporation will furnish without charge to each
shareholder who so requests, the designations, preferences and relative,
participating, option or other special rights of each class of stock or series
thereof of the corporation and the qualifications, limitations or restrictions
of such preferences and/or rights.
The signatures of any of the officers on a certificate may be facsimiles. 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 by the corporation with the same effect as if he
were such officer at the date of issue.
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Section 2. Record Ownership. A record of the name and address of the holder of
each certificate, the number of shares represented thereby, and the date of
issue thereof shall be made on the corporation's books. 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 any share on the part of any other
person, whether or not it shall have express or other notice thereof, except as
required by the laws of Oklahoma.
Section 3. Transfer Agent and Registrar. The corporation may maintain one or
more transfer offices or agencies, each in charge of a transfer agent designated
by the board, where the shares of stock of the corporation shall be
transferable. The corporation may also maintain one or more registry offices,
each in charge of a registrar designated by the board, wherein such shares of
stock shall be registered. To the extent authorized by the board, the same
entity may serve both as a transfer agent and registrar.
Section 4. Lost Certificates. Any person claiming a stock certificate in lieu of
one lost, stolen, mutilated or destroyed shall give the corporation an affidavit
as to his ownership of the certificate and of the facts which go to prove its
loss, theft, mutilation or destruction. He shall also, if required by the board,
give the corporation a bond, in such form as may be approved by the board,
sufficient to indemnify the corporation against any claim that may be made
against it on account of the alleged loss or theft of the certificate or the
issuance of a new certificate.
Section 5. Transfer of Stock. Transfer of shares shall, except as provided in
Section 4 of this Article IV, be made on the books of the corporation only by
direction of the person named in the certificate or his attorney, lawfully
constituted in writing, and only upon surrender for cancellation of the
certificate therefor, duly endorsed or accompanied by a written assignment of
the shares evidenced thereby.
Section 6. Fixing Date for Determination of Shareholders of Record.
(a) In order that the corporation may determine the
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or to express consent to any 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 may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meetings, nor more than sixty (60) prior to any other action.
(b) A determination of shareholders of record entitled to
notice of and to vote at a meeting of shareholders shall apply to any
adjournment of the meeting; provided, however, that the board may fix a new
record date for the adjourned meeting.
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ARTICLE V
GENERAL PROVISIONS
Section 1. Offices. The principal office of the corporation shall be maintained
in ____________________, Oklahoma, or at such other place as the board may
determine. The corporation may have such other offices as the board may from
time to time determine.
Section 2. Voting of Stock. Unless otherwise ordered by the board, the chairman
of the board, if any, the president or any vice president shall have full power
and authority, in the name and on behalf of the corporation, to attend, act and
vote at any meeting of shareholders of any company in which the corporation may
hold shares of stock, and at any such meeting shall possess and may exercise any
and all rights and powers incident to the ownership of such shares and which, as
the holder thereof, the corporation might possess and exercise if personally
present, and may exercise such power and authority through the execution of
proxies or may delegate such power and authority to any other officer, agent or
employee of the corporation.
Section 3. Notices. Unless otherwise provided herein, whenever notice is
required to be given, it shall not be construed to require personal notice, but
such notice may be given in writing by depositing the same in the United States
mail, addressed to the individual to whom notice is being given at such address
as appears on the records of the corporation, with postage there on prepaid.
Such notice shall be deemed to be given at the time when the same shall be thus
deposited.
Section 4. Waiver of Notice. Whenever any notice is required to be given, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
Section 1. Actions Other than in the Right of the Corporation. The corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that 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 or other enterprise against
expenses (including attorney's 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 that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that 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 interest of the
corporation and with respect to any criminal action or proceeding had reasonable
cause to believe that his conduct was unlawful.
Section 2. Actions by or in the Right of the Corporation. 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 attorney's 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 best interest of the corporation; except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the court in which such action or suit was
brought shall determine, upon application, that despite the adjudication of
liability, but in the view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Section 3. Advancement of Expenses. 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 if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized herein.
Section 4. Insurance. The corporation may purchase (upon resolution duly adopted
by the board of directors) 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
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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.
Section 5. Indemnification Required. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to herein or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
Section 6. Entitlement; Nonexclusivity. Every such person shall be entitled,
without demand by him upon the corporation or any action by the corporation, to
enforce his right to such indemnity in an action at law against the corporation.
The right of indemnification and advancement of expenses hereinabove provided
shall not be deemed exclusive of any rights to which any such person may now or
hereafter be otherwise entitled and specifically, without limiting the
generality of the foregoing, shall not be deemed exclusive of any rights
pursuant to statute or otherwise, of any such person in any such action, suit or
proceeding to have assessed or allowed in his favor against the corporation or
otherwise, his costs and expenses incurred therein or in connection therewith or
any part thereof.
ARTICLE VII
AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws may be adopted in
accordance with the corporation's Certificate of Incorporation and the Oklahoma
General Corporation Act.
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