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EXHIBIT 3.3
AMENDED BY-LAWS
OF
NOBLE AFFILIATES, INC.
ARTICLE III
DIRECTORS (Cont'd)
COMMITTEES OF DIRECTORS
Section 10. The Board of Directors may designate one or more
committees, each committee to consist of one or more of the regular Directors of
the Corporation. The Board may designate one or more regular Directors as
alternate members of any committee, who may replace any absent or disqualified
member at any meeting of the committee. In the absence or disqualification of a
member of the committee, the member or members present at any meeting and not
disqualified from voting, whether or not such member or members constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; provided, no such committee shall have the power or authority in
reference to:
(a) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware
General Corporation Law to be submitted to stockholders for approval;
or
(b) adopting, amending or repealing any By-law.
Any such committee shall have such name or names as may be determined from time
to time by resolution adopted by the Board of Directors.
Section 11. Each committee shall keep written minutes of its meetings
and report the same to the Board of Directors when required.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
Section 1. The Corporation shall indemnify to the fullest extent
authorized by law any person made or threatened to be made a party to any action
or proceeding, whether criminal, civil, administrative or investigative, by
reason of the fact that such person, or a person of whom such person is the
legal representative, is or was a director or officer of the Corporation or any
predecessor of the Corporation or serves or served any other enterprise as a
director, officer, employee or agent at the request of the Corporation or any
predecessor of the Corporation. The
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Corporation may indemnify any person made or threatened to be made a party to
any action or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person, or a person of whom such
person is the legal representative, is or was an employee or agent of the
Corporation or any predecessor of the Corporation or serves or served any other
enterprise as a director, officer, employee or agent at the request of the
Corporation or any predecessor of the Corporation.
Section 2. Notwithstanding the other provisions of this Article VI, to
the extent that a present or former director or officer of the Corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 1 of this Article VI, or in defense of any
claim, issue or matter therein, such person shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection therewith.
Section 3. The rights conferred on any person by Section 1 of this
Article VI shall not be exclusive of any other right that such person may have
or hereafter acquire under any statute, provision of the Corporation's
Certificate of Incorporation, by-law, agreement, vote of stockholders or
disinterested directors, or otherwise. All rights to indemnification under this
Article VI shall be deemed to be provided by a contract between the Corporation
and the director, officer, employee or agent who serves in such capacity at any
time while these By-laws and other relevant provisions of the Delaware General
Corporation Law and other applicable law, if any, are in effect. Any repeal or
modification thereof shall not affect any rights or obligations then existing.
Section 4. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another enterprise 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), whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
applicable provisions of the Delaware General Corporation Law.
Section 5. The Corporation may, in its discretion, pay the expenses
(including attorneys' fees) incurred in defending any civil, criminal,
administrative or investigative action, suit or proceeding in advance of its
final disposition; provided, however, that expenses (including attorneys' fees)
incurred by a present or former officer or director in defending any civil,
criminal, administrative or investigative action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding upon receipt by the Corporation of an undertaking by or on behalf
of such officer or director to repay all such amounts advanced if it should
ultimately be determined that such person is not entitled to be indemnified by
the Corporation under this Article VI or otherwise. Such expenses (including
attorneys' fees) incurred by present or former employees or agents of the
Corporation other than directors or officers may be so paid upon such terms and
conditions, if any, as the Corporation deems appropriate.
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