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Exhibit 3.2
BY-LAWS
OF
HELMERICH & PAYNE, INC.
- - -oOo- - -
OFFICES
1. The principal office shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the resident agent in
charge thereof is The Corporation Trust Company.
2. The corporation may also have offices at Tulsa, Oklahoma, and
at such other places as the Board of Directors may from time to time appoint or
the business of the corporation may require.
SEAL
3. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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STOCKHOLDERS' MEETINGS
4. All meetings of the stockholders for the election of Directors
shall be held at the principal office of the corporation in Tulsa, Oklahoma.
Special meetings of stockholders for any other purpose may be held at such
place and time as shall be stated in the notice of the meeting.
5. An annual meeting of stockholders, after the year 1940, shall
be held on the first Wednesday of March in each year if not a legal holiday,
and if a legal holiday, then on the next secular day following, at 12:00
o'clock noon, when they shall elect by a plurality vote, by ballot, a Board of
Directors, and transact such other business as may properly be brought before
the meeting.
6. The holders of a majority of the stock issued and outstanding,
and entitled to vote thereat, present in person, or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-laws. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person, or by proxy, shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
At
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such adjourned meeting at which a quorum shall be present, or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. Unless otherwise provided by statute, a plurality of the
votes cast at any meeting of the stockholders at which a quorum is present
shall be necessary for the authorization of any action or the transaction of
any business at such meeting and, except as provided in Section 5 above for the
election of Directors, the vote need not be by ballot unless a vote by ballot
is demanded by a stockholder present at the meeting.
7. At any meeting of the stockholders 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 and bearing a date not
more than three years prior to said meeting, unless said instrument provides
for a longer period. Each stockholder shall have one vote for each share of
stock having voting power, registered in his name on the books of the
corporation, and 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 on at any election of Directors which shall have been transferred on the
books of the corporation within twenty days next preceding such election of
Directors.
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8. Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the stock books of the corporation, at least ten (10) days prior to the
meeting.
9. A complete list of the stockholders entitled to vote at the
ensuing election, arranged in alphabetical order, with the residence of each
and the number of voting shares held by each, shall be prepared by the
Secretary and filed in the office where the election is to be held, at least
ten days before every election, and shall at all times during the usual hours
for business and during the whole time of said election, be open to the
examination of any stockholder.
10. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by the
President and shall be called by the President or Secretary at the request in
writing of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.
11. Business transacted at all special meetings shall be confined
to the objects stated in the call.
12. Written notice of a special meeting of stockholders, stating
the time and place and object thereof, shall be served upon or mailed at least
ten (10) days before such meeting to each
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stockholder entitled to vote thereat at such address as appears on the books of
the corporation.
12.1 Without limiting any other notice requirements imposed by law,
the Certificate of Incorporation or these By-laws, any nomination for election
to the Board of Directors or other proposal to be presented by any stockholder
at a stockholder meeting will be properly presented only if written notice of
such stockholder's intent to make such nomination or proposal has been
delivered or mailed to and received by the Secretary, not later than (i) for an
annual meeting to be held on the first Wednesday in March or an annual meeting
to be held on any other date for which the corporation gives at least 90 days
prior notice of such date to stockholders, not less than 50 nor more than 75
days prior to such meeting, or (ii) for any other annual meeting or a special
meeting, the close of business on the tenth day after notice of such meeting is
first given to stockholders. Such notice by the stockholder to the corporation
shall set forth in reasonable detail information concerning the nominee (in the
case of a nomination for election to the Board of Directors) or the substance
of the proposal (in the case of any other stockholder proposal), and shall
include, without limiting the foregoing: (a) the name and address of the
stockholder who intends to present the nomination or other proposal and of the
person or persons, if any, to be nominated; (b) a
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representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to present the nomination or other proposal specified
in the notice; (c) a description of all arrangements or understandings between
the stockholder and any other person or persons (naming such person or persons)
pursuant to which the nomination or other proposal is to be made by the
stockholder; (d) such other information regarding each proposal and each
nominee as would have been required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission had the
nomination or other proposal been made by the Board of Directors; and (e) the
consent of each nominee, if any, to serve as a Director of the corporation if
elected. The chairman of the meeting may, in his sole discretion, refuse to
acknowledge a nomination or other proposal presented by any person that does
not comply with the foregoing procedure.
13. A. Whenever the vote of stockholders at a meeting
thereof is required or permitted to be taken in connection with any corporate
action, the meeting and vote of stockholders may be dispensed with to the
extent permitted by law, if all the stockholders who would have been entitled
to vote upon the action if such meeting were held shall consent in writing to
such
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corporate action being taken. A minute of any such corporate action consented
to in writing by all the stockholders shall be inserted in the records of the
corporation as of the date such action was taken. The minute shall state that
such action was taken in lieu of an annual or a special meeting or other action
required to be taken by the stockholders, and the written consent of all the
stockholders shall either appear at the foot of such minute or be filed with
the records of the corporation with such minute.
B. The record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting shall be
fixed by the Board of Directors. Any stockholder seeking to have the
stockholders authorize or take corporate action by written consent without a
meeting shall, by written notice, request the Board of Directors to fix a
record date. Within ten days after receiving such a notice, the Board of
Directors shall fix as a record date for such proposed action by written
consent such date as the Board shall consider appropriate in the circumstances.
DIRECTORS
14. A. The number of Directors which shall constitute the
entire Board shall be ten, which number may from time to time be increased and
if increased may be decreased by a majority of the
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entire Board of Directors, but shall in no event be less than three. If the
number of Directors be increased, as hereinabove provided or otherwise pursuant
to law, such increase shall be deemed to create vacancies to be filled as
hereinafter prescribed. Directors need not be stockholders. No person shall
be eligible to be nominated to be a Director who will have attained the age of
72 years on or before the Annual Meeting of Stockholders at which he or she is
to be elected nor shall any Director be eligible to be appointed by the Board
of Directors to fill a vacancy if he or she has or shall have attained the age
of 72 years at the time of appointment. None of the foregoing age restrictions
shall be applicable to Messrs. William L. Naumann and Roger S. Randolph,
members of the First Class of Directors, each of whom shall be eligible to be
elected a Director without limitation as to his age at the Annual Meeting of
Stockholders to be held March 1, 1989. No Officer of the Company, other than a
person who is or has been Chairman of the Board or President, shall become nor
may remain a Member of the Board of Directors after ceasing to be an officer.
B. The Board of Directors shall be divided into three classes:
one class of Directors composed of three Directors and known as the First Class
shall be those Directors elected for a three-year term at the Annual Meeting of
Stockholders held March 5, 1980; another class of Directors composed of three
Directors and
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known as the Second Class shall be those Directors elected for a three-year
term at the Annual Meeting of Stockholders held March 1, 1978; and another
class of Directors composed of three Directors and known as the Third Class
shall be those Directors elected for a three-year term at the Annual Meeting of
Stockholders held March 7, 1979, and one additional Director elected at the
Special Meeting of the Board of Directors held May 13, 1980, as the third
member of the Third Class. At each succeeding Annual Meeting of Stockholders
successors to the class of Directors whose term expires in that year will be
elected for a three-year term. Vacancies in any class that occur prior to the
expiration of the then current term of such class if filled by the Board of
Directors shall be filled for the remainder of the full term of such class. If
the number of Directors is changed, any increase or decrease of Directors shall
be apportioned among the classes so as to establish or maintain equality in
number among the classes and any additional Director elected to any class shall
hold office for a term which shall coincide with the term of such class. Where
the number of Directors constituting the whole Board is such that it is
impossible to establish or maintain complete equality in number among the
classes, the increase or decrease in Directors shall be apportioned among the
classes so as to maintain all classes as nearly equal in number as possible,
and so that the Third Class
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does not have more members than either the First or Second Class and the Second
Class does not have more members than the First Class. Except as otherwise
provided for filling vacancies, the Directors of the Company shall be elected
by class at the Annual Meeting of Stockholders to serve until their successors
are elected and qualified.
15. The Directors may hold their meetings and keep the books of
the corporation, except the original or duplicate stock ledger, outside of
Delaware at such places as they may from time to time determine.
16. If the office of any Director or Directors becomes vacant by
reason of death, resignation, retirement, disqualification, removal from
office, or otherwise, a majority of the remaining Directors, though less than a
quorum, shall choose a successor or successors, who shall hold office for the
unexpired term in respect to which such vacancy occurred or until the next
election of Directors.
17. The property and business of the corporation shall be managed
by its Board of Directors 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.
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COMMITTEES OF DIRECTORS
18. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the Directors of the corporation, which,
to the extent provided in said resolutions or resolutions, shall have and may
exercise the powers of the Board of Directors in the management of the business
and affairs of the corporation, and may have power to 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.
19. The committees shall keep regular minutes of their proceedings
and report the same to the Board when required.
COMPENSATION OF DIRECTORS
20. Directors, as such, shall not receive any stated salary for
their services, 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; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor.
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21. Members of special or standing committees may be allowed like
compensation for attending committee meetings.
MEETINGS OF THE BOARD
22. The first meeting of each newly elected Board shall be held at
such time and place either within or without the State of Delaware as shall be
fixed by the vote of the stockholders at the annual meeting, and no notice of
such meeting shall be necessary to the newly elected Directors in order legally
to constitute the meeting; provided a majority of the whole Board shall be
present; or they may meet at such place and time as shall be fixed by the
consent in writing of all the Directors.
23. Regular meetings of the Board may be held without notice at
such time and place either within or without the State of Delaware as shall
from time to time be determined by the Board.
24. Special meetings of the Board may be called by the President
on no less than twenty-four (24) hours notice to each Director, either
personally or by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the written request
of a majority of the Board of Directors.
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25. At all meetings of the Board four (4) Directors shall
constitute a quorum for the transaction of business, and the act of a majority
of the Directors present at any meeting at which there is a quorum shall be the
act of the Board of Directors, expect as may be otherwise specifically provided
by statute or by the Certificate of Incorporation, or by these By-laws.
OFFICERS
26. The officers of the corporation shall be chosen by the
Directors, who at any time, may elect a Chairman of the Board, a Chief
Executive Officer, a Chief Operating Officer, a President, one or more Vice-
Presidents, a Secretary, and a Treasurer. The Directors may also designate any
one or more Vice-Presidents, as Executive Vice-Presidents, Senior Vice-
Presidents, Financial Vice-President or otherwise and may elect or appoint such
additional officers, including Assistant Secretaries and Assistant Treasurers,
and agents as the Directors may deem advisable. Any two or more offices may be
held by the same person, except the offices of Chairman of the Board and
Secretary and the offices of President and Secretary.
27. The Board of Directors, at its first meeting after each annual
meeting of stockholders, or as soon as conveniently possible, shall choose the
principal officers, none of whom,
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except the Chairman of the Board, need be a member of the Board.
28. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors. No officer or agent shall be
ineligible to receive such salary by reason of the fact that he is also a
Director of the corporation and receiving compensation therefor.
29. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors.
30. If the office of any officer becomes vacant for any reason,
the vacancy shall be filled by the Board of Directors.
CHAIRMAN OF THE BOARD
31. The Chairman of the Board shall preside at all meetings of the
stockholders and the Board of Directors. Except where, by law, the signature
of the President is required, the Chairman shall possess the same power as the
President to sign all certificates, contracts, and other instruments of the
corporation which may be authorized by the Board of Directors. He shall have
such other powers and
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perform such other duties as the Board of Directors or its Executive Committee
may from time to time prescribe.
CHIEF EXECUTIVE OFFICER
32. The Chief Executive Officer shall have general active
management of the business of the corporation, and in the absence of the
Chairman of the Board, shall preside at all meetings of the shareholders and
the Board of Directors; and shall see that all orders and resolutions of the
Board of Directors are carried into effect. He shall have such other powers
and perform such other duties as the Board of Directors or its Executive
Committee may from time to time prescribe.
CHIEF OPERATING OFFICER
33. In the event that the Board of Directors shall have chosen a
Chief Executive Officer, they may choose a Chief Operating Officer. The Chief
Operating Officer, shall have general direction of the supervision over the
ordinary details relating to the corporation's production and exploration,
drilling, chemicals, real estate, and administrative departments; he shall
always proceed, however, pursuant to the instructions of the Chief Executive
Officer. It shall be the duty of the Chief Operating Officer to report to the
Chief Executive Officer daily the exact nature, extent, terms and conditions of
all business, contracts and commitments; to
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render promptly such statements and reports touching upon the business of the
corporation in his charge as may be called for from time to time by the Chief
Executive Officer or by the Board of Directors; and to perform such other
duties as may be prescribed from time to time by the Board of Directors.
THE PRESIDENT
34. The President, in the absence of the Chairman of the Board and
the Chief Executive Officer, shall preside at all meetings of the stockholders
and the Board of Directors. He shall have, subject to the authority of the
Chairman of the Board and/or the Chief Executive Officer, general supervision
of the affairs of the corporation, shall sign or countersign all certificates,
contracts, or other instruments of the corporation as authorized by the Board
of Directors or as required by law, shall make reports to the Board of
Directors and stockholders, and shall perform any and all other duties as are
incident to his office or are properly required of him by the Board of
Directors.
VICE-PRESIDENTS
35. The Vice-Presidents, in the order designated by the Board of
Directors, shall, in the absence or disability of the President, or at his
request, perform the duties and exercise
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the powers of the President and shall perform such other duties as from time to
time the Board of Directors shall prescribe.
THE SECRETARY AND THE TREASURER
36. The Secretary and the Treasurer shall perform those duties as
are incident to their offices, or are properly required of them by the Board of
Directors, or are assigned to them by the Certificate of Incorporation or these
By-Laws. The Assistant Secretaries, in the order of their seniority, shall, in
the absence of the Secretary perform the duties and exercise the powers of the
Secretary, and shall perform any other duties as may be assigned by the Board
of Directors, Chairman of the Board, Chief Executive Officer, President, or the
Secretary. The Assistant Treasurers, in the order of their seniority, shall,
in the absence of the Treasurer perform the duties and exercise the powers of
the Treasurer, and shall perform any other duties as may be assigned by the
Board of Directors, Chairman of the Board, Chief Executive Officer, President,
or the Treasurer.
OTHER SUBORDINATE OFFICERS
37. Other subordinate officers appointed by the Board of Directors
shall exercise any powers and perform any duties as may be delegated to them by
the resolutions appointing them, or by subsequent resolutions adopted from time
to time.
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ABSENCE OR DISABILITY
38. In case of the absence or disability of any officer of the
corporation and of any person authorized to act in his or her place during such
period of absence or disability, the Board of Directors may from time to time
delegate the powers and duties of that officer to any other officer, or any
director, or any other person whom it may select.
VOTING CORPORATION'S SECURITIES
39. Unless otherwise ordered by the Board of Directors, the
Chairman of the Board, the Chief Executive Officer, or the President, in that
order, or in the event of their inability to act, the Vice-President designated
by the Board of Directors to act in the absence of the Chairman of the Board,
the Chief Executive Officer or the President, shall have full power and
authority on behalf of the corporation to attend and to act and to vote at any
meetings of security holders of corporations in which the corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such securities, and which as
the owner thereof the corporation might have possessed and exercised, if
present. The Board of Directors by resolution from time to time may confer
like powers upon any other person or persons.
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CERTIFICATES OF STOCK
40. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
chairman or vice-chairman of the board of directors or the president or vice-
president, and by the treasurer or an assistant treasurer, or the secretary or
an assistant secretary. If the corporation has a transfer agent or an
assistant transfer agent or a transfer clerk acting on its behalf and a
registrar, the signature of any such officer may be a facsimile.
TRANSFERS OF STOCK
41. 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.
CLOSING OF TRANSFER BOOKS
42. The board of Directors shall have power to close the stock
transfer books of the corporation for a period not exceeding fifty days
preceding the date of any meeting of
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stockholders or the date for 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 for a period of not exceeding fifty days
in connection with obtaining the consent of stockholders for any purpose;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding
fifty days preceding the date of any meeting of stockholders 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 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 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 to receive such
allotment of rights, or to
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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.
REGISTERED STOCKHOLDERS
43. The corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
LOST CERTIFICATE
44. The Board of Directors 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. 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 certificate or 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
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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. The Board of Directors need not act specifically upon the
replacement of each lost or destroyed certificate, but may delegate to the
officers of the corporation the power to authorize, in writing, without further
authority of the Board of Directors, the transfer agent of the corporation to
issue a new certificate or certificates of stock in replacement of certificates
alleged to have been lost, stolen, or destroyed; provided, however, that no
replacement certificates shall be issued unless there shall first have been
furnished to the corporation or its transfer agent satisfactory proof of such
loss, theft, or destruction, and adequate protection to the corporation and its
transfer agent under an appropriate bond of indemnity under which they shall be
named as Obligee, and which bond shall be in an amount and form satisfactory to
the officer of the corporation issuing the written authorization.
CHECKS
45. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
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FISCAL YEAR
46. The fiscal year shall begin the first day of October in each
year.
DIVIDENDS
47. 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 of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock.
48. 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 fund 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 abolish any such reserve in the manner in
which it was created.
DIRECTORS' ANNUAL STATEMENT
49. The Board of Directors shall present at each annual meeting
and when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and condition of the
corporation.
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NOTICES
50. Whenever under the provisions of these By-laws notice is
required to be given to any Director or stockholder, it shall not be construed
to mean personal notice, but such notice may be given in writing, by mail, by
depositing the same in the post office or letter box, in a post-paid sealed
wrapper, addressed to such Director or stockholder at such address as appears
on the books of the corporation, or, in default of other address, to such
Director or stockholder at the General Post Office in the City of Wilmington,
Delaware, and such notice shall be deemed to be given at the time when the same
shall be thus mailed.
51. Any notice required to be given under these By-laws may be
waived in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein. Consent in writing to any
action by all of the stockholders pursuant to By-law 13 shall be deemed a
waiver by such stockholder of all notice in respect to such action.
AMENDMENTS
52. These By-laws may be altered or repealed at any regular
meeting of the stockholders or at any special meeting of the stockholders at
which a quorum is present or represented, provided notice of the proposed
alteration or
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repeal be contained in the notice of such special meeting, by the affirmative
vote of a majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice of the proposed alteration or repeal be contained in the notice
of such special meeting; provided, however, that no change of the time or place
for the election of Directors shall be made within sixty days next before the
day on which such election is to be held, and that in case of any change of
such time or place, notice thereof shall be given to each stockholder in person
or by letter mailed to his last known post office address at least twenty days
before the election is held.