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Exhibit 3(d)
BY-LAWS
OF
ALEXANDER ENERGY CORPORATION
November 1, 1987
ARTICLE I
Offices
Section 1.1. Principal Office. The principal office of Alexander Energy
Corporation (the "Corporation") shall be located at 501 Northwest Expressway,
Oklahoma City, Oklahoma.
Section 1.2. Other Offices. The Corporation may also have offices at such
other places both within or without the State of Oklahoma as the Board of
Directors may from time to time determine.
ARTICLE II
Meetings of Shareholders
Section 2.1. Annual Meeting. The annual meeting of the shareholders shall be
held on a date designated by the Board of Directors, which shall be within six
months next following the end of the fiscal year of the Corporation, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.
Section 2.2. Special Meetings. Except as otherwise prescribed by statute,
special meetings of the shareholders for any purpose, may be called by the
President and shall be called by the Secretary at the request in writing of a
majority of the Board of Directors. Business transacted at any special meeting
shall be limited to the general objects stated in the call.
Section 2.3. Place of Meeting. Each annual meeting of the shareholders for the
election of directors shall be held at the principal office of the Corporation
in Oklahoma City, Oklahoma unless the Board of Directors shall by resolution,
adopted at least 60 days prior to the date of such meeting, designate any other
place, within or without the State of Oklahoma, as the place of such meeting.
Meetings of shareholders for any other purpose may be held at such place, within
or without the State of Oklahoma, and at such time as shall be determined by the
Board of
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Directors or the Chairman, such time to be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2.4. Notice of Meeting. Written or printed notice stating the place
and time of each annual or special meeting of the shareholders entitled to vote
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be given not less than ten (10) days nor more than
sixty (60) days before the date of the meeting. (See also Article IV).
Section 2.5. Shareholder List. A share ledger in which the names of the
shareholders are arranged alphabetically by classes of shares, if any, shall be
maintained and open for inspection of any shareholder, for any purpose germane
to the meeting, at the place of the shareholders' meeting during business hours
at least ten (10) full day immediately preceding the meeting and for inspection
by any shareholder who is present during the whole time of the meeting.
Section 2.6. Quorum. The holders of voting stock of the Corporation having a
majority of the voting power thereat, present in person or represented by
proxy, shall be requisite for, and shall constitute, a quorum at all meetings of
the shareholders of the Corporation for the transaction of business, except as
otherwise provided by statute or these by-laws.
Section 2.7. Proxies. At every meeting of the shareholders, each shareholder
having the right to vote thereat shall be entitled to vote in person or by
proxy. Such proxy shall be appointed by an instrument in writing subscribed by
such shareholder and bearing a date not more than three (3) years prior to such
meeting, unless such proxy provides for a longer period; and it shall be filed
with the Secretary of the Corporation before, or at the time of, the meeting.
Section 2.8. Voting. At every meeting of shareholders, except as otherwise
provided by law, each shareholder shall be entitled to one (1) vote for each
share of stock of the Corporation entitled to vote thereat and registered in the
name of such shareholder on the books of the Corporation on the pertinent record
date. When a quorum is present at any meeting of the shareholders, 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, due to a provision of the statutes or
these by-laws, a different vote is required, in which case such provision shall
govern and control the decision of such question.
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ARTICLE III
Directors
Section 3.1. Number, Election and Term. The property and business of the
Corporation shall be managed by its Board of Directors. The number of directors
which shall constitute the whole Board shall be not more than ten (10) and not
less than three (3). The Board of Directors shall from time to time by a vote of
a majority of the directors then in office fix within the maximum and minimum
the number of directors to constitute the Board. Except as provided in Section
3.2 of these by-laws, the directors shall be elected at the annual meeting of
shareholders, or at any adjournment thereof, and each director shall be elected
and shall hold office for a term of one (1) year. Directors need not be
shareholders of the Corporation.
Section 3.2. Resignations and Vacancies. Any director may resign at any time
by giving written notice to the Chairman or Secretary of the Corporation. Any
such resignation shall take effect at the date of the receipt of such notice or
at any later time specific therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. If,
at any time other than the annual meeting of shareholders, any vacancy occurs in
the Board of Directors caused by resignation, death, retirement,
disqualification or removal from office of any director or otherwise, or any new
directorship is created by an increase in the number of directors pursuant to
Section 3.1 of the by-laws, a majority of the directors then in office, though
less than a quorum, may choose a successor, or fill the newly created
directorship, and the director so chosen shall hold office until the next annual
meeting of shareholders and until his successor shall be duly elected and
qualified, unless sooner displaced.
Section 3.3. Place of Meetings. Meetings of the Board of Directors may be held
at such place or places, within or without the State of Oklahoma, as may be
designated by the person or persons calling such meetings.
Section 3.4. Annual Meeting. A meeting of the Board of Directors, to be known
as the Annual Meeting, shall be held following and on the same day as
the meeting of shareholders at which such Board of Directors is elected. This
meeting shall be held for the purpose of electing the officers of the
Corporation and of transacting any other business that may properly come before
the meeting. No notice of this Annual Meeting other than these by-laws shall be
necessary in order to legally constitute the meeting, provided a quorum shall be
present.
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Section 3.5. Regular Meetings. Regular meetings of the Board of Directors
shall be held at such times as the Chairman or the Board of Directors may from
time to time determine.
Section 3.6. Special Meetings. Special meetings of the Board of Directors may
be called by the Chairman and shall be called by the Secretary at the request of
any two directors, to be held at such time and place, either within or without
the State of Oklahoma, as shall be designated by the call and specified in the
notice of such meeting; and notice thereof shall be given as provided in Section
3.7 of these by-laws.
Section 3.7. Notice. Except as otherwise prescribed by statute, written notice
of the time and place of each regular or special meeting of the Board of
Directors shall be given at least two (2) days prior to the time of holding the
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 expressly objects to the transaction of any business
because the meeting is not lawfully called or convened and such objection is
made prior to the transaction of such business. Neither the business to be
transacted at, nor the purpose of, any special meeting of the Board of Directors
need be specified in any notice, or waiver of notice, of such special meeting
except that notice shall be given of any proposed amendment of these by-laws or
with respect to any other matter where notice is required by statute. (See also
Article IV).
Section 3.8. Quorum. At each meeting of the Board of Directors, the presence
of not less than a majority of the whole board shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute or these by-laws. If a quorum shall not be
present at any meeting of directors, 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.
Section 3.9. Committees of Directors. The Board of Directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more directors of the
Corporation, which, 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
or affairs of the Corporation and may authorize the seal of the Corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the Board of Directors. The Board of Directors may
designate one or
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more directors as alternate members of any such committee, who may replace any
absent or disqualified member thereof. Each committee shall keep regular
minutes of its meetings and report the same to the Board of Directors when
required by the Board.
Section 3.10. Fees and Compensation of Directors. Directors may receive stated
salary for their services as such; or, by resolution of the Board of Directors,
a fixed fee, with or without expenses of attendance, may be allowed for
attendance at each regular or special meeting of the Board. Members of the
board shall be allowed their reasonable traveling expenses when actually engaged
in the business of the Corporation, to be audited and allowed as in other cases
of demands against the Corporation. Members of standing or special committees
may be allowed like fees and expenses for attending committee meetings. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
Section 3.11. Action Without a Meeting. Any action which might be taken at a
meeting of the Board of Directors may be taken without a meeting if a record or
memorandum thereof be made in writing and signed by all the members of the
Board, and such writing is filed with the minutes of the proceedings of the
Board.
ARTICLE IV
Notices
Section 4.1. Manner of Notice. Whenever under the provisions of the statutes
or these by-laws notice is required to be given to any director, member of any
committee designated by the Board of Directors pursuant to authority conferred
by Section 3.9 of these by-laws or shareholder, it shall be given in writing by
depositing it, in a sealed envelope, in the mails, postage prepaid, addressed
(or by delivering it to a telegraph company, charges prepaid, for transmission)
to such director, member or shareholder either at the address of such director,
member or shareholder as it appears on the books of the Corporation or, in the
case of such a director or member, at his business address; and such notice
shall be deemed to be given at the time when it is thus deposited in the mails
(or delivered to the telegraph company).
Section 4.2. Waiver of Notice. Whenever any notice is required to be given
under the provisions of the statutes, the Articles, or 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.
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Any shareholder or director who attends any meeting, annual, regular or special,
shall be conclusively presumed to have waived notice thereof, except where such
shareholder or director expressly objects to the transaction of any business
because the meeting is not lawfully called or convened and such objection is
made prior to the transaction of such business.
ARTICLE V
Officers
Section 5.1. Officers and Official Positions. The Board of Directors may elect
a Chairman of the Board. The office of Chairman of the Board may be named
Chairman if so designated by the Board of Directors. The Board may elect a
President, one or more Vice Presidents, a Secretary, a Treasurer, a Controller,
such Assistant Secretaries, Assistant Treasurers, and Assistant Controllers and
such other officers as the Board of Directors shall determine. Any two or more
offices may be held by the same person, except that one person may not hold the
offices of President and Secretary simultaneously. Except for the Chairman, if
there is one, and the President, none of the officers need be a director, and
none of the officers need be a shareholder of the Corporation or a resident of
the State of Oklahoma.
Section 5.2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the annual meeting of the
Board. The Chairman and President shall be elected from the members of the
Board. If the election of officers shall not be held at such meeting of the
board, such election shall be held at a regular or special meeting of the Board
of Directors as soon thereafter as may be convenient. Each officer shall hold
office until their successors are chosen and qualified or until his death, or
until he shall resign, or shall have been removed in the manner hereinafter
provided.
Section 5.3. Removal and Resignation. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office at any
regular or special meeting of the Board; but such removal shall be without
prejudice to the contract rights, if any, of such person so removed. Any
officer may resign at any time by giving written notice to the Chairman or
Secretary of 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 5.4. Vacancies. A vacancy in any office because of death, resignation,
removal, or any other cause may be filled for the unexpired portion of the term
by the Board of Directors at any regular or special meeting of the Board.
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Section 5.5. Chief Executive Officer. If the Board of Directors has elected a
Chairman, it may designate the Chairman as the Chief Executive Officer of the
Corporation. If no Chairman 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 or such other designee as the Board of Directors shall determine
shall act as 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 delegate special powers and duties to specified
officers, so long as such designations shall not be inconsistent with the
statutes, these by-laws or action of the Board of Directors and (iii) 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 to time.
The Chairman, if one has been elected, shall preside at all meetings of the
shareholders, and of the Board of Directors. The Chairman may sign with the
Secretary of an Assistant Secretary or the Treasurer or an Assistant Treasurer,
certificates for shares of stock of the corporation the issuance of which shall
have been duly authorized by the Board of Directors.
Section 5.6. President. (a) If the Board of Directors has elected a Chairman
and designated such officer as the Chief Executive Officer of the Corporation,
the President shall be subject to the control of the Board of Directors and the
Chairman. 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.
(b) If the Board of Directors has not elected a Chairman,
or, if one has been elected and has not been designated the Chief Executive
Officer of the Corporation, then the president or such other person as may be
designated by the Board of Directors shall be the Chief Executive Officer of the
Corporation with the powers and duties provided in Section 5.5 of these by-laws.
(c) In any event, the President shall have power to
execute, and shall execute, deeds, mortgages, bonds, 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 to some other officer or
agent
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of the Corporation. The President may sign with the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, 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.
Section 5.7. Vice Presidents. In the absence of the President, or in the event
of his inability or refusal to act, the Vice President designated by the Board
of Directors or the Chief Executive Officer, shall perform all duties of the
President and, when so acting, shall have all the powers of, and be subject to
all the restrictions upon, the President. The Vice Presidents shall have such
other powers and perform such other duties, not inconsistent with the statutes,
these by-laws, or action of the Board of Directors, as from time to time may be
prescribed for them, respectively, by the Chief Executive Officer. The Board of
Directors may, from time to time, designate certain of the Vice Presidents as
Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant
Vice Presidents or such other designation as the Board of Directors deems
appropriate. The duties and areas of responsibility of the various Vice
Presidents shall be determined by the Chairman and the Board of Directors, to
the extent not inconsistent with applicable statutes or these by-laws.
Section 5.8. Secretary. The Secretary shall: (a) keep the minutes of the
meetings of the shareholders, the Board of Directors and committees of
directors, in one or more books provided for that purpose; (b) see that all
notices are duly given in accordance with the provisions of these by-laws or as
required by law; (c) have charge of the corporate records and of the seal of the
Corporation; (d) affix the seal of the Corporation or a facsimile thereof, or
cause it to be affixed, to all certificates for shares prior to the issuance
thereof and to all documents the execution of which on behalf of the Corporation
under its seal is duly authorized by the Board of Directors or otherwise in
accordance with the provisions of these by-laws; (e) keep a register of the post
office address of each shareholder, director and committee member, which shall
from time to time be furnished to the Secretary by such shareholder, director or
member; (f) sign with the President or a Vice President or the Chairman or a
Vice Chairman certificates for shares of stock of the Corporation, the issuance
of which shall have been duly authorized by resolution of the Board of
Directors; (g) have general charge of the stock transfer books of the
Corporation; and (h) in general, perform all duties incident to the office of
secretary and such other
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duties as from time to time may be assigned to him by the Chairman, the
President or by the Board of Directors. He may delegate such details of the
performance of duties of his office as may be appropriate in the exercise of
reasonable care to one or more persons in his stead, but shall not thereby be
relieved of responsibility for the performance of such duties.
Section 5.9. Chief Financial Officer. The Chief Financial Officer shall be a
Vice President, elected and designated as Chief Financial Officer, who shall:
(a) be responsible to the Board of Directors for the receipt, custody and
disbursement of all funds and securities of the Corporation; (b) 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 from time to time be
selected in accordance with the provisions of Section 6.4 of these by-laws;
(c) disburse the funds of the Corporation as ordered by the Board of Directors
or the Chief Executive Officer or as required in the ordinary conduct of the
business of the Corporation; (d) render to the Chief Executive Officer or the
Board of Directors, upon request, an account of all his transactions as Chief
Financial Officer and on the financial condition of the Corporation; and (e) in
general, perform all the duties incident to the office of Chief Financial
Officer and such other duties as from time to time may be assigned to him by
the Chairman, the President, the Board of Directors or these by-laws. In the
event there be no Chief Financial Officer, the Board of Directors may designate
any officer to perform the duties of the Chief Financial Officer.
Section 5.10 Treasurer. The Treasurer shall have such duties and
responsibilities as may, from time to time, be designated by the Board of
Directors, the Chairman and the Chief Financial Officer. The Treasurer may sign
with the President or a Vice President or the Chairman or a Vice Chairman,
certificates for shares of stock of the corporation the issuance of which shall
have been duly authorized by the Board of Directors.
Section 5.11 Controller. The Controller shall be the chief accounting officer
of the Corporation, and shall be responsible to the Board of Directors and the
Chief Financial Officer for internal accounting and control of the books and
records of the Corporation. Such responsibility includes preparation of all
financial reports, tax returns and such other duties as may be assigned to him
by the Board of Directors or the Chief Financial Officer.
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ARTICLE VI
Contracts, Borrowings, Checks and Deposits
Section 6.1. Contracts and Other Instruments. The Board of Directors 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 6.2. Borrowings. No borrowings shall be contracted on behalf of the
Corporation, or any division thereof, and no evidence of indebtedness shall be
issued in the name of the Corporation, unless authorized by a resolution of the
Board of Directors. Such authority may be general or confined to specific
instances.
Section 6.3. Checks, Drafts, 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, agent or
agents of the Corporation, and in such manner, as shall from time to time be
determined by the Board of Directors.
Section 6.4. 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 Chief Financial Officer or
Treasurer may select.
Section 6.5. Investments. The Board of Directors may authorize any officer or
officers, agent or agents of the Corporation, to invest the funds of the
Corporation in obligations of the Federal government or any agency thereof or of
any state government or any agency thereof, commercial paper, real estate,
equity securities or debt obligations of any other corporation and such other
investments as the Board of Directors may approve, and such authority may be
general or confined to specific instances.
ARTICLE VII
Certificates of Stock and Their Transfer
Section 7.1. Certificates of Stock. The certificates of stock of the
Corporation shall be in such form as may be determined by the Board of
Directors, shall be numbered and shall be entered in the books of the
Corporation as they are issued. They shall exhibit the name of the Corporation,
the state of incorporation, the name of the registered holder, the number of
shares and the
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par value thereof and shall be signed by the President or a Vice President or
the Chairman or a Vice Chairman and by the Secretary or an Assistant Secretary
or the Treasurer or an Assistant Treasurer. The signature of any such officer
may be facsimile. In case any such officer who shall have signed or whose
facsimile signature has thus been used on any such certificate shall cease to be
such officer, whether because of death, resignation or otherwise, before such
certificate has been delivered by the Corporation, such certificate may
nevertheless be delivered by the Corporation, as though the person whose
facsimile signature has been used thereon had not ceased to be such officer. All
certificates properly surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued to evidence transferred shares
until the former certificate for at least a like number of shares shall have
been surrendered and cancelled and the Corporation reimbursed for any applicable
taxes on the transfer, except that in the case of a lost, 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 of Directors may prescribe
specifically or in general terms or by delegation to a transfer agent for the
Corporation. (See Section 7.2.)
Section 7.2. Lost or Destroyed Certificates. The Board of Directors in
individual cases, or by general resolution or by delegation to the Transfer
Agent, 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 or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
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 or destroyed.
Section 7.3. Transfers of Stock. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, and upon payment of applicable taxes with respect to such transfer, it
shall be the duty of the Corporation, subject to such rules and regulations as
the Board of Directors may from time to time deem advisable concerning the
transfer and registration of certificates for shares of stock of the
Corporation, to issue a new certifi-
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cate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books. Transfers of shares shall be made only on the books
of the Corporation on behalf of the registered holder thereof or by his attorney
or successor duly authorized as evidenced by documents filed with the Secretary
or transfer agent of the Corporation.
Section 7.4. Fixing Record Date. The Board of Directors may fix in advance a
date, not exceeding sixty (60) days, nor less than ten (10) days, preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or 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 shareholders entitled to notice of, and to vote at, any such meeting, and
adjournment thereof, or entitled to receive payment of any such dividend, 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 shareholders and only such shareholders as shall be shareholders
of record on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment 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 7.5. Stockholders of Record. 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 notwithstanding any express or
other notice thereof, except as otherwise provided by the laws of Oklahoma.
ARTICLE VIII
General Provisions
Section 8.1. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors.
Section 8.2. Seal. The corporate seal shall have inscribed thereon the name of
the Corporation, and the words "Corporate Seal" and "Oklahoma" or an
abbreviation thereof; and it shall otherwise be in the form approved by the
Board of Directors. Such seal may be used by causing it, or a facsimile
thereof, to be impressed or affixed or otherwise reproduced.
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Section 8.3. Indemnification of Officers, Directors, Employee and Agents.
(a) 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.
(b) 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.
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(c) 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.
(d) 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 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.
(e) 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.
(f) 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 any advancement of expenses as 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 IX
Amendments
Section 9.1. In General. Any provision of these by-laws may be altered,
amended or repealed from time to time by the affirmative
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vote of a majority of the stock having voting power present in person or by
proxy at any annual or special meeting of shareholders at which a quorum is
present, if notice of the proposed alteration, amendment or repeal is contained
in the notice of such meeting, or by the affirmative vote of a majority of the
directors then qualified and acting at any meeting of the Board at which a
quorum is present, if notice of the proposed alteration, amendment or repeal has
been given to each director.
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