EXHIBIT 3.2.1
RANGE RESOURCES CORPORATION
AMENDED AND RESTATED BY-LAWS
(EFFECTIVE JULY 14, 2003)
PREAMBLE
These Bylaws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation (as the same may be amended and restated from time
to time) of Range Resources Corporation, a Delaware corporation (the
"Corporation"). In the event of a direct conflict between the provisions of
these Bylaws and the mandatory provisions of the Delaware General Corporation
Law or the provisions of the certificate of incorporation of the Corporation,
such provisions of the Delaware General Corporation Law or the certificate of
incorporation of the Corporation, as the case may be, will be controlling.
ARTICLE I
Offices
Section 1.1 Registered Office. The initial registered office in the State of
Delaware shall be in the City of Wilmington, County of New Castle, and the name
of the resident agent in charge thereof is The Corporation Trust Company. The
registered office and registered agent of the Corporation shall be as designated
from time to time by the appropriate filing by the Corporation in the office of
the Secretary of State of the State of Delaware.
Section 1.2 Other Offices. The Corporation may also have offices at such other
places both within and without the State of Delaware as the board of directors
(the "Board") may from time to time determine or the business of the corporation
may require.
ARTICLE II
Meetings of Stockholders
Section 2.1 Place of Meeting. All meetings of stockholders of the Corporation
("Stockholders") for the election of directors of the Corporation ("Directors")
shall be held in the city of Fort Worth, Texas, or in such other places both
within and without the State of Delaware as the Board may determine; and the
Board shall fix the place within such city for the holding of such meeting.
Meetings of Stockholders for any other purpose may be held at such place, within
or without the State of Delaware, and time as shall be stated in the notice of
the meeting or in a duly executed waiver of notice thereof.
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Section 2.2 Annual Meeting. The annual meeting of Stockholders (the "Annual
Meeting") shall be held the second to last Thursday in May in each year
commencing at 9:00 a.m., or at such time as the Board shall designate. The
meeting shall be held for the purpose of electing by a plurality vote a Board
and transacting such other business as may properly be brought before the
meeting. If the election of Directors shall not be held on the day designated
for any Annual Meeting, or at any adjournment thereof, the Board shall cause the
election to be held at a special meeting of the Stockholders as soon thereafter
as conveniently possible. Except as otherwise permitted by law, no Stockholder
shall require the Board to call an Annual Meeting.
Section 2.3 Special Meeting. Special meetings of the Stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the Chairman of the Board, by the
President or by the Board, and shall be called by the Chairman of the Board, the
President, a Vice President or the Secretary at the request in writing of
Stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting. The Chairman, President or Directors
so calling, or the Stockholders so requesting, any such meeting shall fix the
time and any place, either within or without the State of Delaware, as the place
for holding such meeting. Only such business shall be transacted at a special
meeting as may be stated or indicated in the notice of such meeting or in a duly
executed waiver of notice of such meeting.
Section 2.4 Notice of Meeting. Written notice of the Annual Meeting, and each
special meeting of Stockholders, stating, in the case of a special meeting, the
time, place and, in general terms, the objects thereof, shall be served upon,
mailed to or otherwise given to each Stockholder entitled to vote thereat, at
least ten (10) days but not more than sixty (60) before the date of the meeting.
If such notice is to be sent by mail, it shall be directed to each Stockholder
at his address as it appears on the records of the Corporation, unless he shall
have filed with the Secretary of the Corporation a written request that notices
to him be mailed to some other address, in which case it shall be directed to
him at such other address. Notice of any meeting of Stockholders shall not be
required to be given to any Stockholder who shall attend such meeting in person
or by proxy and shall not, at the beginning of such meeting, object to the
transaction of any business because the meeting is not lawfully called or
convened, or who shall, either before or after the meeting, submit a signed
waiver of notice, in person or by proxy.
Section 2.5 Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at any meeting of Stockholders for the
transaction of business except as otherwise provided by statute or by the
Certificate of Incorporation or by these By-laws. If a quorum shall not be
present, in person or by proxy, at any meeting of Stockholders or any
adjournment thereof, the chairman of the meeting or a majority in interest of
the Stockholders entitled to vote thereat who are present, in person or by
proxy, may adjourn the meeting from time to time, without notice other than
announcement at the meeting (unless the Board, after such adjournment, fixes a
new record date for the adjourned meeting), until a quorum shall be present, in
person or by proxy. At any adjourned meeting at which a quorum shall be present,
in person or by proxy, any business may be transacted which may have been
transacted at the original meeting had a quorum been present, in person or by
proxy; provided that, if the adjournment is for more than
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thirty (30) 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
Stockholder of record entitled to vote at the adjourned meeting.
Section 2.6 Voting. When a quorum is present at any meeting of Stockholders, the
vote of the holders of a majority of the stock 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, of the Certificate of Incorporation or of these By-laws, a different
vote is required, in which case such express provision shall govern and control
the decision of such question. The stockholders present at a meeting constituted
in accordance with these By-Laws may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave less
than a quorum. Every Stockholder having the right to vote shall be entitled to
vote in person, or by proxy appointed by an instrument in writing subscribed by
such Stockholder, bearing a date not more than eleven months prior to voting,
unless such instrument provides for a longer period, and filed with the
Secretary of the corporation before, or at the time of, the meeting. If such
instrument of proxy shall designate two or more persons to act as proxies,
unless such instrument shall provide to the contrary, a majority of such persons
present at any meeting at which their powers thereunder are to be exercised
shall have and may exercise all the powers of voting or giving consents thereby
conferred, or if only one be present, then such powers may be exercised by that
one; or, if an even number attend and a majority do not agree on any particular
issue, each proxy so attending shall be entitled to exercise such powers in
respect of the same portion of the shares as he is of the proxies representing
such shares. Every such Stockholder shall have one vote for each share of stock
having voting power registered in his name on the books of the corporation.
Except where the transfer books of the corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
Stockholders entitled to vote, no share of stock shall be voted at any election
for Directors which has been transferred on the books of the corporation within
twenty days next preceding such election of Directors. No proxy shall be valid
after three (3) years from the date of its execution, unless otherwise provided
in the proxy. If no date is stated in a proxy, such proxy shall be presumed to
have been executed on the date of the meeting at which it is to be voted. Each
proxy shall be revocable unless expressly provided therein to be irrevocable and
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.
Section 2.7 Voting of Stock of Certain Holders. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or
proxy as the By-laws of such corporation may prescribe or, in the absence of
such provision, as the Board of such corporation may determine. Shares standing
in the name of a deceased person may be voted by the executor or administrator
of such deceased person, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary,
either in person or by proxy, but no such fiduciary shall be entitled to vote
shares held in such fiduciary capacity without a transfer of such shares into
the name of such fiduciary. Shares standing in the name of a receiver may be
voted by such receiver. A Stockholder whose shares are pledged shall be entitled
to vote such shares, unless in the transfer by the pledgor on the books of the
corporation, he has expressly empowered the pledgee to vote thereon, in which
case only the pledgee, or his proxy, may represent the stock and vote thereon.
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Section 2.8 Treasury Stock. The corporation shall not vote, directly or
indirectly, shares of its own stock owned by it; and such shares shall not be
counted in determining the total number of outstanding shares.
Section 2.9 Closing Transfer Books or Fixing Record Date. The Board may close
the stock transfer books of the corporation for a period not exceeding sixty
(60) days preceding the date of any meeting of Stockholders, or the date for
payment of any dividend or distribution, or the date for the allotment of rights
or the date when any change, or conversion or exchange of capital stock shall go
into effect of for a period of not exceeding sixty (60) days in connection with
obtaining the consent of Stockholders for any purpose. In lieu of closing the
stock transfer books as aforesaid, the Board may fix in advance a date, not
exceeding sixty (60) days preceding the date of any meeting of Stockholders, or
the date for payment of any dividend or distribution, or the date for the
allotment of rights, or the date when any change, or conversion of exchange of
capital stock shall go into effect, or a date in connection with obtaining such
consent, as a record date for the determination of the Stockholders entitled to
notice of, and to vote at, any such meeting and any adjournment thereof, or
entitled to receive payment of any such dividend or distribution, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and in such
case such Stockholders and only such Stockholders as shall be Stockholders of
record on the date so fixed shall be entitled to such notice of, and to vote at,
such meeting and any adjournment thereof, or to receive payment of such dividend
or distribution, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.
Section 2.10 Notice of Stockholder Business at Annual Meeting
(a) At an annual meeting of the Stockholders, only such business shall
be conducted as shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction of a majority of
the members of the Board, or (iii) by any Stockholder of the Corporation who is
a Stockholder of record at the time of giving of notice provided for in this
Bylaw, who shall be entitled to vote at such meeting, and who complies with the
notice procedures set forth in paragraph (b) of this Bylaw.
(b) For business to be properly brought before an annual meeting by a
Stockholder pursuant to clause (iii) of paragraph (a) of this Bylaw, the
Stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation at the Corporation's principal place of business. To be timely,
a Stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than ninety (90) days
nor more than one hundred twenty (120) days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event that
the date of the meeting is changed by more than thirty (30) days from such
anniversary date, notice by the Stockholder to be timely must be received no
later than the close of business on the tenth day following the earlier of the
day on which notice of the date of the meeting was mailed or public disclosure
of the meeting date was made. A Stockholder's notice to the Secretary with
respect to business to be brought at an annual meeting shall set forth (1) the
nature of the proposed business with reasonable particularity, including the
exact text of any proposal to be presented for adoption,
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and the reasons for conducting that business at the annual meeting, (2) with
respect to each such Stockholder, that Stockholder's name and address (as they
appear on the records of the Corporation), business address and telephone
number, residence address and telephone number, and the number of shares of each
class of capital stock of the Corporation beneficially owned by that
Stockholder, and (3) any interest of the Stockholder in the proposed business.
(c) Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with the
procedures set forth in this Bylaw. The chairman of an annual meeting shall, if
the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the procedures
prescribed by these Bylaws, and if he should so determine, he shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted. Nothing in this Bylaw shall relieve a Stockholder who
proposes to conduct business at an annual meeting from complying with all
applicable requirements, if any, of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder.
Section 2.11 Order of Business. The order of business at all meetings of
Stockholders shall be as determined by the chairman of the meeting.
Section 2.12 Conduct of Meeting. The Chairman of the Board, if such office has
been filled, and, if not or if the Chairman of the Board is absent or otherwise
unable to act, the President shall preside at all meetings of Stockholders. The
Secretary shall keep the records of each meeting of Stockholders. In the absence
or inability to act of any such officer, such officer's duties shall be
performed by the officer given the authority to act for such absent or
non-acting officer under these Bylaws or by some person appointed by the
meeting.
Section 2.13 Certain Rules of Procedure Relating to Stockholder Meetings. All
Stockholder meetings, annual or special, shall be governed in accordance with
the following rules:
(a) Only Stockholders of record will be permitted to present motions
from the floor at any meeting of Stockholders.
(b) The chairman of the meeting shall preside over and conduct the
meeting, and all questions of procedure or conduct of the meeting shall be
decided solely by the chairman of the meeting. The chairman of the meeting shall
have all power and authority vested in a presiding officer by law or practice to
conduct an orderly meeting. Among other things, the chairman of the meeting
shall have the power to adjourn or recess the meeting, to silence or expel
persons to ensure the orderly conduct of the meeting, to declare motions or
persons out of order, to prescribe rules of conduct and an agenda for the
meeting, to impose reasonable time limits on questions and remarks by any
Stockholder, to limit the number of questions a Stockholder may ask, to limit
the nature of questions and comments to one subject matter at a time as dictated
by any agenda for the meeting, to limit the number of speakers or persons
addressing the chairman of the meeting or the meeting, to determine when the
polls shall be closed, to limit the attendance at the meeting to Stockholders of
record, beneficial owners of stock who present letters from the record holders
confirming their status as beneficial owners,
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and the proxies of such record and beneficial holders, and to limit the number
of proxies a stockholder may name.
Section 2.14 Requests for Stockholder List and Corporation Records. Stockholders
shall have those rights afforded under the Delaware General Corporation Law to
inspect a list of Stockholders and other related records and make copies or
extracts therefrom. Such request shall be in writing in compliance with Section
220 of the Delaware General Corporation Law. In addition, any Stockholder making
such a request must agree that any information so inspected, copied or extracted
by the stockholder shall be kept confidential, that any copies or extracts of
such information shall be returned to the Corporation and that such information
shall only be used for the purpose stated in the request. Information so
requested shall be made available for inspecting, copying or extracting at the
principal executive offices of the Corporation. Each Stockholder desiring a
photostatic or other duplicate copies of any of such information requested shall
make arrangements to provide such duplicating or other equipment necessary in
the city where the Corporation's principal executive offices are located.
Alternative arrangements with respect to this Section 2.15 may be permitted in
the discretion of the President of the Corporation or by vote of the Board.
ARTICLE III
Board of Directors
Section 3.1 Powers. The business and affairs of the corporation shall be managed
by its Board, which may exercise all such powers of the corporation and do all
such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-laws directed or required to be exercised or done
by the Stockholders.
Section 3.2 Number, Election and Term. The number of Directors which shall
constitute the whole Board shall be not less than three (3) nor more than
fifteen (15). Such number of Directors shall, from time to time, be fixed and
determined by the Directors and shall be set forth in the notice of any meeting
of Stockholders held for the purpose of electing Directors. Election of
Directors need not be by ballot. The Directors shall be elected at the Annual
Meeting of Stockholders at which a quorum is present by a plurality of the votes
of the shares present in person or represented by proxy and entitled to vote on
the election of directors or a class of directors, except as provided in
Sections 2.2 and 3.4. Each Director elected shall hold office until the Annual
Meeting of Stockholders of the Corporation next succeeding his election or until
his successor is duly elected and qualified or until his earlier resignation or
removal. Directors need not be residents of Delaware or Stockholders of the
Corporation.
Section 3.3 Nomination of Director Candidates.
(a) Nominations of persons for election to the Board at a meeting of
Stockholders may be made (i) by or at the direction of the Board or (ii) by any
Stockholder of the Corporation who is a Stockholder of record at the time of
giving of notice provided for in this Bylaw, who shall be entitled to vote for
the election of the director so nominated and who complies with the notice
procedures set forth in this Bylaw.
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(b) Nominations by stockholders shall be made pursuant to timely notice
in writing to the Secretary of the Corporation at the Corporation's principal
place of business. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation (i) in
the case of an annual meeting, not less than ninety (90) days nor more than one
hundred twenty (120) days prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of the annual
meeting is changed by more than thirty (30) days from such anniversary date,
notice by the stockholder to be timely must be so received not later than the
close of business on the tenth (10th) day following the earlier of the date on
which notice of the date of the meeting was mailed or public disclosure of the
meeting date was made, and (ii) in the case of a special meeting at which
directors are to be elected, not later than the close of business on the tenth
(10th) day following the earlier of the day on which notice of the date of the
meeting was mailed or public disclosure of the meeting date was made. Such
notice shall set forth (i) as to each nominee for election as a director, all
information relating to such person that would be required to be disclosed in
solicitations of proxies for election of directors, or that otherwise would be
required, in each case pursuant to Regulation 14A under the Exchange Act
(including such person's written consent to serving as a director if elected
and, if applicable, to being named in the proxy statement as a nominee), and
(ii) if the nomination is submitted by a stockholder of record, (A) the name and
address, as they appear on the Corporation's books, of such stockholder of
record and the name and address of the beneficial owner, if different, on whose
behalf the nomination is made and (B)the class and number of shares of the
Corporation which are beneficially owned and owned of record by such stockholder
of record and such beneficial owner. At the request of the Board, any person
nominated by the Board for election as a director shall furnish the Secretary of
the Corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee.
(c) No person shall be eligible to serve as a director of the
Corporation unless nominated in accordance with the procedures set forth in this
Bylaw. The election of any director in violation of this Bylaw shall be void and
of no force or effect. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded. Notwithstanding the foregoing provisions of this Bylaw, a
stockholder shall also comply with all applicable requirements of the Exchange
Act and the rules and regulations thereunder with respect to the matters set
forth in this Bylaw.
Section 3.4 Vacancies and Additional Directors. Any Director may resign at any
time by written notice to the corporation. Any such resignation shall take
effect at the date of receipt of such notice or at any later time specified
therein, and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. If any vacancy occurs
in the Board caused by death, resignation, retirement, disqualification or
removal from office of any Director, or otherwise, or if any new directorship is
created by an increase in the authorized number of Directors, a majority of the
Directors then in office, though less than a quorum, may choose a successor or
fill the newly created directorship; and a Director so chosen shall hold office
until the next election of the class for which such Director shall have been
chosen, and until his successor shall be duly elected and shall qualify, unless
sooner displaced. No decrease in the number of directors constituting the entire
Board shall have the effect of shortening the term of any incumbent director.
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Section 3.5 Regular Meeting. A regular meeting of the Board shall be held each
year, without other notice than this by-law, at the place of, and immediately
following, the Annual Meeting of Stockholders; and other regular meetings of the
Board shall be held each year, at such time and place as the Board may provide,
by resolution, either within or without the State of Delaware, without other
notice than such resolution.
Section 3.6 Special Meeting. A special meeting of the Board may be called by the
Chairman of the Board or by the President and shall be called by the Secretary
on the written request of a majority of the Directors. The Chairman or President
so calling, or the Directors so requesting, any such meeting shall fix the time
and any place, either within or without the State of Delaware, as the place for
holding such meeting.
Section 3.7 Notice of Special Meeting. Written notice of special meetings of the
Board shall be given to each Director at least twenty-four (24) hours prior to
the time of such meeting. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a waiver of notice of
such meeting, except where a Director attends a meeting for the purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any special meeting of the Board need be specified in the notice of waiver
of notice of such meeting, except that notice shall be given of any proposed
amendment to the By-laws if it is to be adopted at any special meeting or with
respect to any other matter where notice is required by statute.
Section 3.8 Quorum. A majority of the Board shall constitute a quorum for the
transaction of business at any meeting of the Board, 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, except as may be otherwise specifically provided by statute,
by the Certificate of Incorporation or by these By-laws. If a quorum shall not
be present at any meeting of the Board, the Directors present thereat may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present. A majority of committee members
shall constitute a quorum for the transaction of business at any meeting of a
Board committee, provided, however, that fifty percent of the members of any
committee of the Board shall constitute a quorum for transacting business at any
meeting of such committee, if such committee is comprised of an even number of
committee members.
Section 3.9 Action Without a Meeting. Unless otherwise restricted by the
Certificate of Incorporation or these By-laws, any action required or permitted
to be taken at any meeting of the Board, or of any committee thereof, as
provided in Article IV of these By-laws, may be taken without a meeting, if a
written consent thereto is signed by all members of the Board or of such
committee, as the case may be, and such written consent is filed with the
minutes of proceedings of the Board or committee.
Section 3.10 Presumption of Assent. A Director of the Corporation who is present
at a meeting of the Board at which action on any corporate matter is taken shall
be conclusively presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting
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or unless he shall file his written dissent to such action with the person
acting as 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.
Section 3.11 Compensation. Directors, as such, shall not be entitled to any
stated salary for their services unless voted by the Directors; but by
resolution of the Board, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board or any
meeting of a committee of Directors. No provision of these By-laws shall be
construed to preclude any Director from serving the corporation in any other
capacity and receiving compensation therefor.
ARTICLE IV
Committee of Directors
Section 4.1 Designation, Powers and Name. The Board may, by resolution passed by
a majority of the whole Board, designate one or more committees, each such
committee to consist of two or more of the Directors of the corporation, which
shall have and may exercise such of the powers of the Board in the management of
the business and affairs of the corporation, as may be provided in the
resolution, and 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 any such absent or disqualified member. Such committee
or committees shall have such name or names and such limitations of authority as
may be determined from time to time by resolution adopted by the Board. The
Board may also designate a member of any such committee to be the Chairman
thereof, and such Chairman shall preside at the meetings of such committee and
shall perform such other duties as may be designated by the Board.
Section 4.2 Minutes. Each committee of Directors shall keep regular minutes of
its proceedings and report the same to the Board when required.
Section 4.3 Compensation. Members of a special or standing committees may be
allowed compensation for attending committee meetings, if the Board shall so
determine.
ARTICLE V
Notice
Section 5.1 Methods of Giving Notice. Whenever under the provisions of the
statutes, the Certificate of Incorporation or of these By-laws notice is
required to be given to any Director, member of any committee or Stockholder,
and no provision is made as to how such notice shall be given, personal notice
shall not be required and any such notice may be given (a) in writing,
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by mail, postage prepaid, addressed to such committee member, Director or
Stockholder at his address as it appears on the books or (in the case of a
Stockholder) the stock transfer records of the Corporation, or (b) by any other
method permitted by law (including but not limited to overnight courier service,
telegram, telex or telefax). If mailed, notice to a Director, member of a
committee or Stockholder shall be deemed to be given when deposited in the
United States mail in a sealed envelope, with postage thereon prepaid,
addressed, in the case of a Stockholder, to the Stockholder at the Stockholder's
address as it appears on the records of the corporation or, in the case of a
Director or a member of a committee to such person at his business address. If
sent by telegraph, notice to a Director or member of a committee shall be deemed
to be given when the telegram, so addressed, is delivered to the telegraph
company.
Section 5.2 Written Waiver. Whenever any notice is required to be given under
the provisions of the statutes, of the Certificate of Incorporation or of these
By-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto. Attendance of a Stockholder, Director, or committee member
at a meeting shall constitute a waiver of notice of such meeting, except where
such person attends for the express purpose of objecting to the transaction of
any business on the ground that the meeting is not lawfully called or convened.
ARTICLE VI
Officers
Section 6.1 Officers. The officers of the corporation shall be a Chairman of the
Board, a Vice Chairman of the Board (if such office is created by the Board), a
President, one or more Vice Presidents, any one or more of whom may bear such
special designation as the Board shall determine, a Secretary and a Treasurer.
The Board may by resolution create the office of Vice Chairman of the Board and
define the duties of such office. The Board may appoint such other officers and
agents, including Assistant Vice Presidents, Assistant Secretaries and Assistant
Treasurers, as it shall deem necessary, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined by the Board. Any two or more offices, other than the offices of the
President and Secretary, or Chairman of the Board and Secretary, may be held by
the same person. No officer shall execute, acknowledge, verify or countersign
any instrument on behalf of the Company in more than one capacity, if such
instrument is required by law, by these By-laws or by any act of the corporation
to be executed, acknowledged, verified or countersigned by two or more officers.
The Chairman, Vice Chairman (if such office is created by the Board) and
President shall be elected from among the Directors. With the foregoing
exceptions, none of the other officers need be a Director, and none of the
officers need be a stockholder of the corporation or a resident of the State of
Delaware.
Section 6.2 Election and Term of Office. The officers of the corporation shall
be elected annually by the Board at its first regular meeting held after the
Annual Meeting of Stockholders or as soon thereafter as conveniently possible.
Each officer shall hold office until his successor shall have been chosen and
shall have qualified or until his death or the effective date of his resignation
or removal, or until he shall cease to be a Director in the case of the
Chairman, Vice Chairman and President.
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Section 6.3 Removal and Resignation. Any officer or agent elected or appointed
by the Board may be removed without cause by the affirmative vote of a majority
of the Board whenever, in its judgment, the best interests of the corporation
shall be served thereby, but such removal shall be without prejudice to the
contractual rights, if any, of the person so removed. Any officer may resign at
any time by giving written notice to the corporation. Any such resignation shall
take effect at the date of the receipt of such notice or at any later time
specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 6.4 Vacancies. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise, may be filled by the Board for the
unexpired portion of the term.
Section 6.5 Salaries. The salaries of all officers and agents of the corporation
shall be fixed by the Board or pursuant to its direction; and no officer shall
be prevented from receiving such salary by reason of his also being a Director.
Section 6.6 Chairman of the Board. The Chairman of the Board shall be a member
of the Board. By virtue of his office he shall be a member of the Executive
Committee if such committee be created. He shall preside at all meetings of the
Board and Stockholders of the corporation. He shall formulate and submit to the
Board or the Executive Committee matters of general policy for the corporation
and shall perform such other duties as usually appertain to the office or may be
designated by the Board or the Executive Committee. He may be designated by the
Board as the Chief Executive Officer of the corporation and in the event he is
so designated shall have the duties and powers of the Chief Executive Officer as
provided in Section 6.8 of these By-laws.
Section 6.7 President. The President shall be a member of the Board. By virtue
of his office he shall be a member of the Executive Committee if such committee
is created. In the absence of the Chairman of the Board and the Vice Chairman of
the Board (if such office is created by the Board), the President shall preside
at all meetings of the Board and the Stockholders. He may also preside at any
such meeting attended by the Chairman or Vice Chairman of the Board as he is so
designated by the Chairman of the Board when he is present, or in the Chairman's
absence by the Vice Chairman of the Board. The President shall be the Chief
Operating Officer of the Corporation and as such, subject to the control of the
Board, the Executive Committee and the Chairman of the Board (if the Chairman of
the Board shall have been designated Chief Executive Officer), shall supervise
and direct the operations of the corporation and shall perform such other duties
as may be assigned to him by the Board, the Executive Committee or the Chairman
of the Board (if the Chairman of the Board shall have been designated Chief
Executive Officer). He may sign with the Secretary, or any other officer of the
corporation thereunto authorized by the Board, certificates for shares of the
corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts or
other instruments which the Board has authorized to be executed, except in cases
where the signing and execution thereof has been expressly delegated by these
By-laws or by the Board to some other officer or agent of the corporation or
shall be required by law to be otherwise executed. The President may be
designated by the Board as the Chief Executive Officer of the corporation and in
the event he is so designated shall
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have the duties and powers of the Chief Executive Officer of the corporation as
provided in Section 6.8 of these By-laws. In the absence of the Chairman of the
Board (if he shall have been designated as Chief Executive Officer) or in the
event of his inability or refusal to act, the President shall perform the duties
and exercise the powers of the Chief Executive Officer.
Section 6.8 Chief Executive Officer. The Board may designate either the Chairman
of the Board or the President as the Chief Executive Officer, and such other
officer so designated, subject to the control of the Board, shall be responsible
for and control the business and affairs of the corporation.
He shall be the Chairman of the Executive Committee, if such committee
shall be created by the Directors, unless the Board shall have designated
another Director of the corporation as the Chairman of the Executive Committee.
He shall have the power to appoint and remove subordinate officers,
agents and employees, except those elected or appointed by the Board. The Chief
Executive Officer shall keep the Board and the Executive Committee fully
informed and shall consult with them concerning the business of the Corporation.
He may sign with the Secretary or any other officer of the corporation thereunto
authorized by the Board, certificates for shares of the corporation and any
deeds, bonds, mortgages, contracts, checks, notes, drafts or other instruments
which the Board has authorized to be executed, except in cases where the signing
and execution thereof has been expressly delegated by these By-laws or by the
Board to some other officer or agent of the corporation, or shall be required by
law to be otherwise executed. He shall vote, or give a proxy to any other
officer of the corporation to vote, all shares of the stock of any other
corporation standing in the name of the corporation and in general he shall
perform all other duties as usually appertain to the Chief Executive Officer and
such other duties as may be prescribed by the Stockholders, the Board or the
Executive Committee from time to time.
Section 6.9 Vice Presidents. The Vice Presidents shall perform such duties as
from time to time may be assigned to them by the Chief Executive Officer, the
Board or the Executive Committee.
Section 6.10 Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the Stockholders, the Board, the Executive Committee and such other
committees as the Board shall designate; (b) see that all notices are duly given
in accordance with the provisions of these By-laws or as required by law; (c)
keep or cause to be kept a register of the post office address of each
Stockholder which shall be furnished by such Stockholder; (d) sign with the
President certificates for shares of the Corporation, the issue of which shall
have been authorized by resolution of the Board; (e) have general charge of the
stock transfer books of the corporation; and (f) in general, perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chief Executive Officer, the Board or the
Executive Committee.
Section 6.11 Treasurer. If required by the Board, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board shall
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determine. He shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; receive and give receipts for moneys
due and payable to the corporation from any source whatsoever and deposit all
such moneys in the name of the corporation in such banks, trust companies or
other depositories as shall be selected in accordance with the provisions of
Section 7.4 of these By-laws; (b) prepare, or cause to be prepared, such reports
as shall be requested by the Directors, the Executive Committee or the Chief
Executive Officer; and (c) in general, perform all the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him by the Chief Executive Officer, the Board, or the Executive Committee.
Section 6.12 Assistant Secretary or Treasurer. The Assistant Secretaries and
Assistant Treasurers shall, in general, perform such duties as shall be assigned
to them by the Secretary or the Treasurer,, respectively, or by the Chief
Executive Officer, the Board or the Executive Committee. The Assistant
Secretaries and Assistant Treasurers shall, in the absence of the Secretary or
Treasurer, respectively, perform all functions and duties which such absent
officers may delegate, but such delegation shall not relieve the absent officer
from the responsibilities and liabilities of his office. The Assistant
Secretaries may sign with the President certificates for shares of the
corporation, the issue of which shall have been authorized by a resolution of
the Board. The Assistant Treasurers shall, respectively, if required by the
Board, give bonds for the faithful discharge of their duties in such sums and
with such sureties as the Board shall determine.
ARTICLE VII
Contracts, Loans, Checks and Deposits
Section 7.1 Contracts. Subject to the provisions of Section 6.1, the Board may
authorize any officer or officers, agent or agents, to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
corporation, and such authority may be general or confined to specific
instances.
Section 7.2 Loans. No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board (or a resolution of a committee of Directors pursuant to
authority conferred upon the committee). Such authority may be general or
confined to specific instances.
Section 7.3 Checks, etc. All checks, demands, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the corporation, shall be signed by such officer or officers or such agent or
agents of the corporation, and in such manner, as shall be determined by the
Board.
Section 7.4 Deposits. All funds of the corporation not otherwise employed shall
be deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board may select.
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ARTICLE VIII
Certificates of Stock
Section 8.1 Issuance. Each Stockholder of this corporation whose shares have
been fully paid up shall be entitled to a certificate or certificates showing
the number of shares registered in his name on the books of the corporation. The
certificates of stock of the corporation shall be in such form as may be
determined by the Board shall be issued in numerical order 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, shall be signed by the President and by the
Secretary or Assistant Secretary, shall bear the seal of the corporation and
shall be countersigned by any Transfer Agent and Registrar designated and
appointed by the Board. If any stock certificate is signed (1) by a transfer
agent or an assistant transfer agent, or (2) by a transfer clerk acting on
behalf of the corporation and a registrar, the signature of any such officer and
the seal of the corporation thereon may be facsimile. All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, stolen, destroyed or mutilated certificate a new one may be issued
therefor upon such terms and with such indemnity (if any) to the corporation as
the Board may prescribe. Certificates shall not be issued representing
fractional shares of stock.
Section 8.2 Lost Certificates. The Board may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion as
a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificates, or his legal representative, to advertise the
same in such manner as it shall require and/or to give the corporation a bond in
such sum as it may direct as indemnity against any claim that may be made
against the corporation with respect to the certificate alleged to have been
lost, stolen or destroyed.
Section 8.3 Transfers. 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, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Transfer of shares shall be made only on the books of the corporation by
registered holder thereof, or by his attorney thereunto authorized by power of
attorney and filed with the Secretary of the corporation or the Transfer Agent.
Section 8.4 Registered Stockholders. 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 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 Delaware.
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Section 8.5 Regulations. The Board shall have the power and authority to make
all such rules and regulations as they may deem expedient concerning the issue,
transfer and registration or the replacement of certificates for shares of stock
of the Corporation.
Section 8.6 Legends. The Board shall have the power and authority to provide
that certificates representing shares of stock bear such legends as the Board
deems appropriate to assure that the Corporation does not become liable for
violations of federal or state securities laws or other applicable law.
ARTICLE IX
Dividends
Section 9.1 Declaration. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be
declared by the Board at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation. Such declaration
and payment shall be at the discretion of the Board.
Section 9.2 Reserve. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE X
Miscellaneous
Section 10.1 Fiscal Year. The fiscal year of the corporation shall be determined
by the Board.
Section 10.2 Books. The books of the corporation may be kept (subject to any
provisions contained in the statutes) outside the State of Delaware at the
offices of the Company at Hartville, Ohio, or at such other place or places as
may be designated from time to time by the Board.
Section 10.3 Securities of Other Corporations. With the prior approval of a
majority of the Corporation's Board, the Chairman of the Board, the President,
or any Vice President, the Corporation shall have the power and authority to
transfer, endorse for transfer, vote, consent, or take any other action with
respect to any securities of another issuer which may be held or owned by the
Corporation and to make, execute, and deliver any waiver, proxy or consent with
respect to any such securities.
Section 10.4 Telephone Meetings. Stockholders (acting for themselves or through
a proxy), members of the Board and members of a committee of the Board may
participate in and hold a
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meeting of such stockholders, Board or committee by means of a conference
telephone or similar communications equipment by means of which 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 10.5 Invalid Provisions. If any part of these Bylaws shall be held
invalid or inoperative for any reason, the remaining parts, so far as it is
possible and reasonable, shall remain valid and operative.
Section 10.6 Mortgages, etc. With respect to any deed, deed of trust, mortgage
or other instrument executed by the Corporation through its duly authorized
officer or officers, the attestation to such execution by the Secretary of the
Corporation shall not be necessary to constitute such deed, deed of trust,
mortgage or other instrument a valid and binding obligation against the
Corporation unless the resolutions, if any, of the Board authorizing such
execution expressly state that such attestation is necessary.
Section 10.7 Headings. The headings used in these Bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.
Section 10.8 References. Whenever herein the singular number is used, the same
shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.
ARTICLE XI
Amendment
These By-laws may be altered, amended or repealed by a majority of the
Board present at any regular meeting of the Board without prior notice, or at
any special meeting of the Board if notice of such alteration, amendment or
repeal be contained in the notice of such special meeting. In addition to any
affirmative vote of the holders of any particular class or series of the capital
stock of the Corporation required by law or by the certificate of incorporation
of the Corporation, the affirmative vote of the holders of not less than eighty
percent of the outstanding shares of the Corporation then entitled to vote upon
the election of directors, voting together as a single class, shall be required
for the alteration, amendment, or repeal of the Bylaws or adoption of new Bylaws
by the stockholders of the Corporation.
ARTICLE XII
Indemnification
Section 12.1 Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil,
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criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, 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 or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a Director, officer, employee or agent or in any
other capacity while serving as a Director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended, (but, in the case of any such amendment,
only to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) actually and reasonably incurred
or suffered by such person in connection therewith and such indemnification
shall continue as to a person who has ceased to be a Director, officer, employee
or agent and shall inure to the benefit of his or her heirs, executors and
administrators. The right to indemnification conferred in this Section shall be
a contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law of the
State of Delaware requires, the payment of such expenses incurred by a Director
or officer in his or her capacity as a Director or officer (and not in any other
capacity in which service was or is rendered by such person while a Director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such Director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such Director or officer is not entitled to be indemnified under
this Section or otherwise.
Section 12.2 Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors or otherwise.
Section 12.3 Insurance. The corporation may maintain insurance, at its expense,
to protect itself and any Director, officer, employee or agent of the
corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.
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List of Amendments:
April 13, 1994 Addition of Article XII
September 10, 1997 Change of record date to meeting date period from 50 to
60 days by deleting Section 2.9 of Article II in its
entirety and replacing it with the current Section 2.9.
August 25, 1998 Name change from Lomak Petroleum, Inc. to Range
Resources Corporation
May 24, 2001 (a) Quorum for Committees changed to fifty percent to
accommodate committees that have four members. (b)
Numerous cosmetic changes for wording changes. (c)
Added provisions for updated proxy procedures for
Annual Meeting and procedures for Annual Meeting. See
Exhibit A to Minutes for blackline of all changes.
July 14, 2003 Time for notice of Board of Director meetings reduced
from 48 hours to 24 hours.
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