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EXHIBIT 3.2
AMENDED AND RESTATED
TOREADOR ROYALTY CORPORATION
BYLAWS
TABLE OF CONTENTS
ARTICLE I OFFICES
1.01 Registered Offices
1.02 Other Offices
ARTICLE II SHAREHOLDERS
2.01 Place and Manner of Meetings
2.02 Annual Meeting
2.03 Voting List
2.04 Special Meetings
2.05 Notice
2.06 Quorum
2.07 Majority Vote; Withdrawal of Quorum
2.08 Method of Voting
2.09 Record Date; Closing Transfer Books
2.10 Action Without Meeting
ARTICLE III DIRECTORS
3.01 Management
3.02 Number; Qualification; Election; Term
3.03 Change in Number
3.04 Removal
3.05 Vacancies
3.06 Election of Directors
3.07 Place and Manner of Meetings
3.08 First Meetings
3.09 Regular Meetings
3.10 Special Meetings
3.11 Action Without Meeting
3.12 Quorum; Majority Vote
3.13 Compensation
3.14 Procedure
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3.15 Interested Directors, Officers and Shareholders
ARTICLE IV EXECUTIVE COMMITTEE
4.01 Designation
4.02 Authority
4.03 Procedure
4.04 Removal
4.05 Responsibility
ARTICLE V OTHER COMMITTEES
5.01 Designation
5.02 Procedure
5.03 Removal
ARTICLE VI NOTICE
6.01 Method
6.02 Waiver
ARTICLE VII OFFICERS AND AGENTS
7.01 Number
7.02 Election
7.03 Other Officers
7.04 Term
7.05 Removal
7.06 Vacancies
7.07 Compensation
7.08 Chairman of the Board
7.09 President
7.10 Vice-President
7.11 Secretary
7.12 Assistant Secretary
7.13 Treasurer
7.14 Assistant Treasurer
7.15 Filling of Offices
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ARTICLE VIII CERTIFICATES AND SHAREHOLDERS
8.01 Certificates
8.02 Replacement of Lost or Destroyed Certificates
8.03 Transfer of Shares
8.04 Registered Shareholders
8.05 Preemptive Rights
ARTICLE IX INDEMNIFICATION
9.01 Policy of Indemnification and Advancement of Expenses
9.02 Definitions
9.03 Non-Exclusive; Continuation
9.04 Insurance or Other Arrangement
9.05 Indemnification of Employees or Agents
ARTICLE X GENERAL PROVISIONS
10.01 Dividends and Reserves
10.02 Books and Records
10.03 Checks and Notes
10.04 Fiscal Year
10.05 Seal
10.06 Resignation
10.07 Amendment of Bylaws
10.08 Table of Contents; Headings
10.09 Construction
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AMENDED AND RESTATED
BYLAWS
OF
TOREADOR ROYALTY CORPORATION
ARTICLE I
OFFICES
1.01 REGISTERED OFFICES AND AGENT. The registered office and registered
agent of the corporation shall be as designated with the Secretary of State of
the State of Delaware and the office of the Recorder of the County of such
county, as they may be changed from time to time.
1.02 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
may from time to time determine, or as the business of the corporation may
require.
ARTICLE II
SHAREHOLDERS
2.01 PLACE AND MANNER OF MEETINGS. All meetings of the shareholders
shall be held at such time and place, within or without the State of Delaware,
as shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
2.02 ANNUAL MEETING. An annual meeting of the shareholders, commencing
with the year following the adoption of these bylaws, shall be held on the
fourth Friday during the month of May, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 11:00 o'clock A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which time the
shareholders shall elect a board of directors, and transact such other business
as may properly be brought before the meeting.
2.03 VOTING LIST. At least ten days before each meeting of shareholders
a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. Such list, for a period of ten days prior to the meeting,
shall be kept on file at a place within the city where the meeting is to be held
and shall be subject to inspection by any shareholder for any purpose germane to
the meeting, at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting during the
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whole time thereof, and shall be subject to the inspection of any shareholder
who may be present.
2.04 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, or by these bylaws, may be called by the Chairman
of the Board, the president, the board of directors, or the holders of not less
than one-tenth of all the shares entitled to vote at the meetings. Any request
shall state the time and purpose or purposes of the proposed special meeting.
Business transacted at all special meetings shall be confined to the objects
stated in the notice of the meeting.
2.05 NOTICE. Written or printed notice stating the place, day and hour
of the meeting and, in case of a special meeting, the purpose or purposes for
which, the meeting is called, shall be delivered not less than ten nor more than
sixty days before the date of the meeting either personally or by mail, by or at
the direction of the Chairman of the Board, the president, the secretary or the
officer or person calling the meeting, to each shareholder of record entitled to
vote at the meeting, provided that such notice may be waived as provided in
Section 6.02 of these bylaws. If mailed, such notice shall be deemed to be
delivered when deposited in the mail addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
2.06 QUORUM. The holders of not less than one-third of the shares
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 shareholders for the transaction of business except as otherwise
provided by statute, by the certificate of incorporation or by these bylaws. If
a quorum is not present or represented at a meeting of the shareholders, the
shareholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, until a quorum
is present or represented. At such adjourned meeting at which a quorum is
present or represented, any business may be transacted which might been
transacted at the meeting as originally notified.
2.07 MAJORITY VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at
any meeting, the vote of the holders of a majority of the shares 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 or of the certificate of incorporation, or of these
bylaws, a different vote is required, in which case such express provision shall
govern and control the decision of such question. The shareholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
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2.08 METHOD OF VOTING. Each outstanding share, regardless of class,
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the certificate of incorporation. At
any meeting of the shareholders each shareholder having the right to vote may
vote either in person or by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact, and being dated not more than eleven
months prior to said meeting, unless said proxy shall provide for a longer
period. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law. Each proxy shall be
filed with the secretary of the corporation prior to or at the time of the
meeting. Voting for directors shall be in accordance with Section 3.06 of these
bylaws. Any vote may be taken viva voce or by show of hands unless someone
entitled to vote objects, in which case written ballots shall be used.
2.09 RECORD DATE; CLOSING TRANSFER BOOKS. The board of directors may
fix in advance a record date for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of the shareholders, the record
date to be not less than ten nor more than sixty days prior to said meeting; or
the board of directors may close the stock transfer books for such purpose for a
period of not less than ten nor more than fifty days prior to such meeting. In
the absence of any action by the board of directors, the date upon which the
notice of the meeting is mailed shall be the record date.
2.10 ACTION WITHOUT MEETING. Any action required by statute to be taken
at a meeting of the shareholders, or any action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing
setting forth the action so taken, shall be signed by shareholders entitled to
vote with respect to the subject matter thereof having not less than the minimum
number of votes necessary to authorize or take such action if a meeting thereon
were held. To be effective a consent must be dated within sixty days of the
earliest consent authorizing such action. The corporation shall give notice of
the taking of action by written consent as requested by Delaware law.
ARTICLE III
DIRECTORS
3.01 MANAGEMENT. The business and affairs of the corporation shall be
managed by the board of directors who 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 bylaws directed or required to be
exercised or done by the shareholders.
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3.02 NUMBER; QUALIFICATION; ELECTION; TERM. The number of directors
which shall constitute the whole board shall be not less than seven (7) nor more
than fifteen (15). The directors need not be stockholders of the corporation.
The term of office of each director shall be from the time of his election and
qualification until the next annual meeting of shareholders next succeeding his
election and until his successor shall have been duly elected and shall have
qualified. The number of directors which shall constitute the board of directors
on the date of adoption of these amended and restated bylaws shall be ten (10).
Thereafter, within the limits above specified, the number of directors shall be
determined by resolution of the board of directors.
3.03 CHANGE IN NUMBER. The number of directors may be increased or
decreased from time to time as provided for in Section 3.02 by amendment to
these bylaws but no decrease shall have the effect of shortening the term of any
incumbent director. Any directorship to be filled by reason of an increase in
the number of directors may be filled by an affirmative vote of a majority of
the directors then in office, though less than a quorum of the board of
directors. A director elected to fill a newly created directorship shall be
elected for a term until the next meeting of shareholders at which directors are
elected.
3.04 REMOVAL. Any director may be removed either for or without cause
at any special or annual meeting of shareholders, by the affirmative vote of a
majority in number of shares of the shareholders present in person or by proxy
at such meeting and entitled to vote for the election of such director if notice
of intention to act upon such matter shall have been given in the notice calling
such meeting.
3.05 VACANCIES. Any vacancy occurring in the board of directors (by
death, resignation, retirement, removal or otherwise) may be filled by an
affirmative vote of a majority of the directors then in office, though less than
a quorum of the board of directors. A director elected to fill a vacancy shall
be elected for the unexpired term of his predecessor in office.
3.06 ELECTION OF DIRECTORS. Directors shall be elected by plurality
vote by ballots cast in writing. Cumulative voting shall not be permitted.
3.07 PLACE AND MANNER OF MEETINGS. Meetings of the board of directors,
regular or special, may be held either within or without the State of Delaware.
Members of the board of directors may participate in such meetings by means of
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other and participation in a
meeting as provided herein 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.
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3.08 FIRST MEETINGS. The first meeting of each newly elected board
shall be held without further notice immediately following the annual meeting of
shareholders, and at the same place, unless by unanimous consent of the
directors then elected and serving such time or place shall be changed.
3.09 REGULAR MEETINGS. Regular meetings of the board of directors may
be held without notice at such time and place as shall from time to time be
determined by the board.
3.10 SPECIAL MEETINGS. Special meetings of the board of directors may
be called by the Chairman of the Board or the president on four days' notice to
each director, either personally or by mail or on two days' notice if by
telegram. Special meetings shall be called by the Chairman of the Board or the
president or secretary in like manner and on like notice on the written request
of two directors. Except as otherwise expressly provided by statute, or by the
certificate of incorporation, or by these bylaws, neither the business to be
transacted at, nor the purpose of, any special meeting need be specified in a
notice or waiver of notice.
3.11 ACTION WITHOUT MEETING. Any action required by statute to be taken
at a meeting of the board of directors, or any action which may be taken at a
meeting of the board of directors, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by all the
members of the board of directors. Such consent shall have the same force and
effect as a unanimous vote at a meeting.
3.12 QUORUM; MAJORITY VOTE. At all meetings of the board of directors a
majority of the number of directors fixed by these bylaws shall constitute a
quorum for the transaction of business unless a greater number is required by
law or by the certificate of incorporation. The act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the board of directors unless the act of a greater number is required by
statute, by the certificate of incorporation or by these bylaws. If a quorum
shall not be present at any meeting or the board 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 is present.
3.13 COMPENSATION. By resolution of the board of directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the board of directors and may be paid a fixed sum for attendance at each
meeting of the board of directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of the executive committee
or of special or standing committees may, by resolution of the board of
directors, be allowed like compensation for attending committee meetings.
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3.14 PROCEDURE. The board of directors shall keep regular minutes of
its proceedings. The minutes shall be placed in the minute book of the
corporation.
3.15 INTERESTED DIRECTORS, OFFICERS AND SHAREHOLDERS.
(A) Validity. Any contract of other transaction between the corporation
and any of its directors, officers or shareholders (or any corporation or firm
in which any of them are directly or indirectly interested) shall be valid for
all purposes notwithstanding the presence of such director, officer or
shareholder at the meeting authorizing such contract or transaction or his
participation in such meeting or authorization.
(B) Disclosure, Approval. The foregoing shall, however, apply only if
the interest of each such director, officer or shareholder is known or
disclosed:
1. To the board of directors and it nevertheless authorizes or
ratifies the contract or transaction by a majority of the directors present,
each such interested director to be counted in determining whether a quorum is
present but not in calculating the majority necessary to carry the vote; or
2. To the shareholders and they nevertheless authorize or
ratify the contract or transaction by a majority of the shares present, each
such interested person to be counted for quorum and voting purposes.
(C) Non-Exclusive. This provision shall not be construed to invalidate
any contract or transaction which would be valid in the absence of this
provision.
ARTICLE IV
EXECUTIVE COMMITTEE
4.01 DESIGNATION. The board of directors may, by resolution adopted by
a majority of the whole board, designate an executive committee, to consist of
two or more of the directors of the corporation.
4.02 AUTHORITY. The executive committee, to the extent provided in such
resolution, shall have and may exercise all of the authority of the board of
directors in the management of the business and affairs of the corporation,
except where action of the full board of directors is required by statute or by
the certificate of incorporation, and shall have power to authorize the seal of
the corporation to be affixed to all papers which may require it.
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4.03 PROCEDURE. The executive committee shall keep regular minutes of
its proceedings and report the same to the board of directors when required.
4.04 REMOVAL. Any member of the executive committee may be removed by
the board of directors by the affirmative vote of a majority of the whole board,
whenever in its judgment the best interests of the corporation will be served
thereby.
4.05 RESPONSIBILITY. The designation of an executive committee and the
delegation of authority to it shall not operate to relieve the board of
directors, or any member thereof, of any responsibility imposed upon it or him
by law.
ARTICLE V
OTHER COMMITTEES
5.01 DESIGNATION. The board of directors may, from time to time, by
resolution adopted by a majority of the whole board, designate other committees
to consist of two or more of the directors of the corporation, which shall have
such powers and the members of which shall hold office for such periods as the
board of directors may determine.
5.02 PROCEDURE. Any committee so designated shall keep regular minutes
of its proceedings and report the same to the board of directors when required.
5.03 REMOVAL. Any members of any committee so designated may be removed
by the board of directors by the affirmative vote of a majority of the whole
board, whenever in its judgment the best interests of the corporation will be
served thereby.
ARTICLE VI
NOTICE
6.01 METHOD. Whenever by statute or the certificate of incorporation or
these bylaws, notice is required to be given to any shareholder or director, and
no provision is made as to how the notice shall be given, it shall not be
construed to mean personal notice, but any such notice may be given in writing,
postage prepaid, addressed to the director or shareholder at the address
appearing on the books of the corporation, or by any other method permitted by
law. Any notice required or permitted to be given by mail shall be deemed given
at the time when the same is thus deposited in the mails. Notice to directors
may also be given by telegram, with such notice being deemed to have been given
when the telegram is delivered to the telegraph company.
6.02 WAIVER. Whenever, by statute or the certificate of incorporation
or these bylaws, notice is required to be given to any shareholder or director,
a waiver thereof in
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writing signed by the person or persons entitled to such notice, whether before
or after the time stated in such notice, shall be equivalent to the giving of
such notice. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends for the express purpose
of objecting to the transaction of any business on the grounds that the meeting
is not lawfully called or convened.
ARTICLE VII
OFFICERS
7.01 NUMBER. Subject to Section 7.03, the officers of the corporation
shall consist of a chairman of the board, a president, one or more
vice-presidents, a secretary and a treasurer, each of whom shall be elected by
the Board of Directors . The chairman of the board and the president shall be
chosen from among the directors. Any two or more offices may be held by the same
person.
7.02 ELECTION. The board of directors, at its first meeting after each
annual meeting of shareholders, shall elect officers for the ensuing year or
until their successors are elected, none of whom need be a member of the board,
a shareholder, or a resident of Delaware.
7.03 OTHER OFFICERS. The board of directors may elect or appoint such
other officers and agents as it shall deem necessary, who shall be appointed for
such terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the board.
7.04 TERM. Each officer of the corporation shall hold office until his
successor is chosen and qualified in his stead or until his death or until his
resignation or removal from office.
7.05 REMOVAL. Any officer or agent or member of a committee elected or
appointed by the board of directors may be removed by the board of directors
whenever in its judgment the best interests of the corporation will be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an officer or agent of
member of a committee shall not of itself create contract rights.
7.06 VACANCIES. Any vacancy in any office because of death,
resignation, removal or otherwise, may be filled by the board of directors for
the unexpired portion of the term.
7.07 COMPENSATION. The compensation of all officers and agents shall be
fixed by the board of directors.
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7.08 CHAIRMAN OF THE BOARD. The chairman of the board shall be the
chief executive officer of the corporation, shall perform all the duties, and
shall have all the powers commonly incident to that office, shall in general
supervise and control all of the business and affairs of the corporation, and
shall have such other powers and perform such other duties as may be assigned to
him by the board of directors. The Chairman of the Board, when present, shall
preside at all meetings of the shareholders and shall preside at all meetings of
the board of directors.
7.09 PRESIDENT. The president shall be the chief operating officer of
the corporation and shall have such powers and perform such duties as shall from
time to time be specified by the board of directors. The president shall be
under the supervision of the chairman of the board. Subject to the control of
the board of directors, the president shall, in the absence or disability of the
chairman of the board, supervise and control all of the business and affairs of
the corporation and shall see that all orders and resolutions of the board are
carried into effect. He shall, in the absence of the chairman of the board,
preside at all meetings of the shareholders and of the board of directors. The
president may execute, with the secretary or any other proper officer of the
corporation thereunto authorized by the board of directors, certificates for
shares of the corporation, any deeds, mortgages, bonds, contracts or other
instruments which the board of directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the board of directors or by these bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or executed, and
in general shall perform all duties incident to the office of president, and
such other duties as may be prescribed by the board of directors from time to
time.
7.10 VICE-PRESIDENT. The vice-presidents in the order of their
seniority, unless otherwise determined by the board of directors shall, in the
absence or disability of the Chairman of the Board and the president, perform
the duties and have the authority and exercise the powers of the Chairman of the
Board and the president. They shall perform such other duties and have such
other authority and powers as the board of directors may from time to time
prescribe or as the president may from time to time delegate.
7.11 SECRETARY. The secretary shall attend all sessions of the board of
directors and all meetings of the shareholders and record all votes and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the executive committee when required, or any other
committee, if requested. The secretary shall give, or cause to be given, notice
of the meetings of the board of directors and shareholders where such notices
are required by these bylaws to be given. The secretary shall keep in safe
custody the seal of the corporation, and when authorized by the board or the
executive committee, affix the same to any instrument requiring it and, when so
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affixed, it shall be attested by the signature of the secretary or by the
signature of the treasurer or an assistant secretary. The secretary shall be
under the supervision of the president. He shall perform such other duties and
have such other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
7.12 ASSISTANT SECRETARY. The assistant secretaries in the order of
their seniority unless otherwise determined by the board of directors, shall, in
the absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe, or as the president may from time to time delegate.
7.13 TREASURER.
(A) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the corporation, and shall deposit all moneys and other
valuable effects in the name and to the credit of the corporation, in such
depositories as may be designated by the board of directors.
(B) He shall disburse the funds of the corporation as may be ordered by
the board of directors, taking proper vouchers for such disbursements, and shall
render to the president and directors, at the regular meetings of the board, or
whenever they may require it, an account of all his transactions as treasurer
and of the financial condition of the corporation.
(C) If required by the board of directors, he shall give the
corporation a bond in such form, in such sum and with such surety or sureties as
shall be satisfactory to the board for the faithful performance of the duties of
his office and for the restoration to the corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money, or other property of whatever kind in his possession or under his control
belonging to the corporation.
(D) He shall perform such other duties and have such other authority
and powers as the board of directors may from time to time prescribe, or as the
president may from time to time delegate.
7.14 ASSISTANT TREASURER. The assistant treasurers in the order of
their seniority, unless otherwise determined by the board of directors, shall,
in the absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. They shall perform such
other duties and have such other
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powers as the board of directors may from time to time prescribe or the
president may from time to time delegate.
7.15 FILLING OF OFFICES. The board of directors of the corporation
shall not be required to fill the offices of vice-president, assistant
secretary, and assistant treasurer, or to name an executive committee or any
other committee until, in the opinion of the board, there is a need for such
offices, committees, or any of them, to be filled.
ARTICLE VIII
CERTIFICATES AND SHAREHOLDERS
8.01 CERTIFICATES. Certificates in the form determined by the board of
directors shall be delivered representing all shares to which shareholders are
entitled. Such certificates shall be consecutively numbered, and shall be
entered in the books of the corporation as they are issued. Each certificate
shall state on the face thereof the holder's name, the number and class of
shares, the par value of shares or a statement that such shares are without par
value, and such other matters as may be required by the laws of the State of
Delaware. They shall be signed by the president or a vice-president and the
secretary or assistant secretary, and may be sealed with the seal of the
corporation or a facsimile thereof. If any certificate is countersigned by a
transfer agent or registered by a registrar other than the corporation or an
employee of the corporation, the signature of such officer may be a facsimile.
In the event any officer, transfer agent or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
8.02 REPLACEMENT OF LOST OR DESTROYED CERTIFICATES. The board of
directors may direct a new certificate representing shares to be issued in place
of any certificate 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 to be lost or destroyed. When authorizing such issue of
a new certificate, the board of directors, in its discretion and as a condition
precedent to the issuance thereof, may prescribe such terms and conditions as it
deems expedient, and may require such indemnities as it deems adequate, to
protect the corporation from any claim that may be made against it with respect
to any such certificate alleged to have been lost or destroyed.
8.03 TRANSFER OF SHARES. Shares of stock shall be transferable only on
the books of the corporation by the holder thereof in person or by his duly
authorized attorney. Upon surrender, to the corporation or its transfer agent,
of a certificate representing shares duly endorsed or accompanied by proper
evidence of succession,
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assignment or authority to transfer, the corporation or its transfer agent shall
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
8.04 REGISTERED SHAREHOLDERS. 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 has express or other notice thereof, except as otherwise
provided by law.
8.05 PREEMPTIVE RIGHTS. No shareholder or any other person shall have
any preemptive right whatsoever.
ARTICLE IX
INDEMNIFICATION
9.01 POLICY OF INDEMNIFICATION AND ADVANCEMENT OF EXPENSES. To the full
extent permitted by the Delaware General Corporation Law, as amended from time
to time, the corporation shall indemnify any Representative against judgments,
penalties (including excise and similar taxes), fines, settlements, and
reasonable expenses (including court costs and attorneys' fees) actually
incurred by any such person who was, is, or is threatening to be made a named
defendant or respondent in a Proceeding because the person is or was a
Representative and shall advance to such person such reasonable expenses as are
incurred by such person in connection therewith.
9.02 DEFINITIONS. For purposes of this Article IX:
(a) "REPRESENTATIVE" means (i) any person who is or was a
Director and any person who, while a Director, is or was serving at the request
of the corporation as a director, officer, partner, venturer, proprietor,
trustee, employee, agent, or similar functionary of the corporation or of
another foreign or domestic association, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise or (ii) any
person who is or was an officer and any person who, while an officer, is or was
serving at the request of the corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of the
corporation or of another foreign or domestic association, partnership, joint
venture, sole proprietorship, trust, employee benefit plan, or other enterprise.
(b) "PROCEEDING" means any threatened, pending, or completed
action, suit or proceeding, whether civil, criminal, administrative,
arbitrative, or investigative, any appeal in such an action, suit, or
proceeding, and any inquiry or investigation that could lead to such an action,
or proceeding.
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9.03 NON-EXCLUSIVE; CONTINUATION. The indemnification provided by this
Article IX shall not be deemed exclusive of any other rights to which the person
claiming indemnification may be entitled under any agreement, any vote of
shareholders, or disinterested Directors or otherwise both as to any action in
his official capacity and as to any action in another capacity while holding
such office, and shall continue as to a person who shall have ceased to be a
Representative engaged in any other enterprise at the request of the corporation
and shall inure to the benefit of the heirs, executors, and administrators of
such person.
9.04 INSURANCE OR OTHER ARRANGEMENT. The corporation shall have the
power to purchase and maintain insurance or to the extent permitted by
applicable law another arrangement on behalf of any person who is or was a
Representative, employee, or agent of the corporation, or who is or was serving
at the request of the corporation as a director, officer, employee, or agent or
any other capacity in another association, or a partnership, joint venture,
trust, or other enterprise against any liability asserted against such person
and incurred by such person in such capacity, arising out of such person's
status as such, whether or not such person is indemnified against such liability
by the provisions of this Article IX.
9.05 INDEMNIFICATION OF EMPLOYEES OR AGENTS. The corporation may
indemnify and advance expenses to an employee or agent who is not a director or
officer to such further extent, consistent with law, as may be provided by
general or specific action of the Board, by contract, or as permitted or
required by common law.
ARTICLE X
GENERAL PROVISIONS
10.01 DIVIDENDS AND RESERVES.
(A) Declaration and Payment. Subject to statute and the certificate of
incorporation, dividends may be declared by the board of directors at any
regular or special meeting and may be paid in cash, in property, or in shares of
the corporation. The declaration and payment shall be at the discretion of the
board of directors.
(B) Record Date. The board of directors may fix in advance a record
date for the purpose of determining shareholders entitled to receive payment of
any dividend, such record date to be not more than fifty (50) days prior to the
payment date of such dividend. In the absence of any action by the board of
directors, the date upon which the board of directors adopts the resolution
declaring the dividend shall be the record date.
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(C) Reserves. By resolution the board of directors may create such
reserve or reserves out of the earned surplus of the corporation as the
directors from time to time, in their discretion, think proper to provide for
contingencies, or to equalize dividends, or to repair or maintain any property
of the corporation, or for any other purpose they think beneficial to the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
10.02 BOOKS AND RECORDS. The corporation shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its shareholders and board of directors, and shall keep at its registered
office or principal place of business, or at the office of its transfer agent or
registrar, a record of its shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
10.03 CHECKS AND NOTES. 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.
10.04 FISCAL YEAR. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
10.05 SEAL. The corporate seal shall have inscribed thereon the name of
the corporation and shall be in such form as the board of directors may
prescribe. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
10.06 RESIGNATION. Any director, officer or agent may resign by giving
written notice to the president or the secretary. The resignation shall take
effect at the time specified therein. Unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
10.07 AMENDMENT OF BYLAWS. These bylaws may be repealed, altered or
amended at any meeting of the board of directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting,
provided notice of the proposed repeal, alteration or amendment is contained in
the notice of such meeting.
10.08 TABLE OF CONTENTS; HEADINGS. The table of contents and headings
used in these bylaws have been inserted for convenience only and do not
constitute matter to be construed in interpretation.
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10.09 CONSTRUCTION. Whenever the context so requires, the masculine
shall include the feminine and neuter, and the singular shall include the
plural, and conversely. If any portion of these bylaws shall be invalid or
inoperative, then, so far as is reasonable and possible;
(A) The remainder of these bylaws shall be considered valid and
operative; and
(B) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
The undersigned hereby certifies that the foregoing Amended and Restated Bylaws
were unanimously adopted by the board at a meeting of said board held on the
______ day of ________________, 19__, TO WITNESS WHICH I have hereunto affixed
my signature.
------------------------
Secretary
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FOR ATTACHMENT TO
AMENDED AND RESTATED BYLAWS OF
TOREADOR ROYALTY CORPORATION
RESOLUTION ADOPTED AT
BOARD OF DIRECTORS' MEETING
HELD ON JANUARY 31, 1991
RELATING TO NUMBER OF DIRECTORS
RESOLVED, that, as permitted by Article III, Section 3.02 of
the Amended and Restated Bylaws of the Corporation, the Board of
Directors of the Corporation hereby determines that the number of
directors that shall constitute the Board of Directors shall be nine
(9) until such time as the election of directors at the next annual
meeting of the stockholders of Corporation, at which time the number of
directors that shall constitute the Board of Directors shall be seven
(7).
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TOREADOR ROYALTY CORPORATION
CERTAIN RESOLUTIONS ADOPTED
AT BOARD OF DIRECTORS' MEETING
HELD ON FEBRUARY 27, 1992
RELATING TO AMENDMENTS TO THE BYLAWS
RESOLVED, that Section 2.04 of the Bylaws of the Corporation shall be
amended in its entirety to read as follows:
2.04 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
certificate of incorporation, or by these bylaws, may be called by Chairman
of the Board, the President, or any officer of the corporation (i) at the
instruction of a majority of the Board of Directors or (ii) on the written
request of the holders of at least 662/3% of the total number of the shares
of stock then outstanding and entitled to vote stating the specific purpose
or purposes thereof. Business transacted at all special meetings shall be
confined to the objects stated in the notice of the meeting.
RESOLVED FURTHER, that Article II of the Bylaws of the Corporation shall be
amended by adding new sections at the end thereof as follows:
2.11 CONDUCT OF MEETINGS BY PRESIDING PERSON. All determinations of
the presiding person at each meeting of shareholders shall be conclusive
unless a matter is determined otherwise upon motion duly adopted by the
affirmative vote of the holders of at least 80% of the voting power of the
shares of capital stock of the corporation entitled to vote in the election
of directors held by shareholders present in person or represented by proxy
at such meeting. Accordingly, in any meeting of shareholders or part
thereof, the presiding person shall have the sole power to determine
appropriate rules or to dispense with theretofore prevailing rules. Without
limiting the foregoing, the following rules shall apply:
(a) The presiding person may ask or require that anyone not a
bona fide shareholder or proxy leave the meeting.
(b) A resolution or motion shall be considered for vote only if
proposed by a shareholder or duly authorized proxy, and
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seconded by an individual, who is a shareholder or a duly authorized proxy,
other than the individual who proposed the resolution or motion, subject to
compliance with any other requirements concerning such a proposed
resolution or motion contained in these bylaws. The presiding person may
propose any motion for vote. The order of business at all meetings of
shareholders shall be determined by the presiding person.
(c) The presiding person may impose any reasonable limits with
respect to participation in the meeting by shareholders, including, but not
limited to, limits on the amount of time at the meeting taken up by the
remarks or questions of any shareholder, limits on the numbers of questions
per shareholder, and limits as to the subject matter and timing of
questions and remarks by shareholders.
(d) Before any meeting of shareholders, the Board of Directors
may appoint any person other than nominees for office to act as inspectors
of election at the meeting or its adjournment. If no inspectors of election
are so appointed, the presiding person may, and on request of any
shareholder or a shareholder's proxy shall, appoint inspector(s) of
election at the meeting of shareholders. If any person appointed as
inspector fails to appear or fails or refuses to act, the presiding person
may, upon the request of any shareholder or a shareholder's proxy shall,
appoint a person to fill such vacancy.
The duties of these inspectors shall be as follows:
(i) Determine the number of shares outstanding and the
voting power of each, the shares represented at the meeting, the existence
of a quorum and then authenticity, validity and effect of proxies;
(ii) Receive votes or ballots;
(iii) Herein determine all challenges and questions in
any way arising in connection with the right to vote;
(iv) Count and tabulate all votes;
(v) Report to the board of directors the results based
on the information assembled by the inspectors; and
(vi) Do any other acts that be proper to conduct the
election or vote with fairness to all shareholders.
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2.12. SHAREHOLDER PROPOSALS. In order for business to be properly
brought before a meeting of shareholders by a shareholder, the business
must be legally proper and written notice thereof must have been filled
with the Secretary of the Corporation not less than 60 nor more than 120
days prior to the meeting. Each such notice shall set forth:
(a) The name and address of the shareholder who intends to make the
proposal as the same appear in the corporation's records;
(b) The class and number of shares of stock of the corporation that
are beneficially owned, directly or indirectly, by such shareholder; and
(c) A clear and concise statement of the proposal and the
shareholder's reasons for supporting it.
The filing of a shareholder notice as required above shall not, in and
of itself, constitute the making of the proposal described therein.
If the person presiding at a meeting of shareholders determines that
any proposed business has not been properly brought before the meeting, he
shall declare such business out of order; and such business shall not be
conducted at the meeting.
RESOLVED FURTHER, Sections 9.01, 9.02, 9.03 and 9.04 of the Bylaws are
hereby amended in their entirety to read as follows, and existing Section 9.05
is hereby renumbered as Section 9.17.
9.01. GENERAL. The Corporation shall indemnify, and advance Expenses
(as this an all other capitalized words used in this Article IX and not
previously defined in these bylaws are defined in Section 9.14) to,
Indemnitee to the fullest extent permitted by applicable law in effect on
the date of effectiveness of these Bylaws and to such greater extent as
applicable law may thereafter permit. The rights of Indemnitee provided
under the preceding sentence shall include, but not be limited to, the
right to be indemnified to the fullest extent permitted by Section 145(b)
of the D.G.C.L. in Proceedings by or in the right of the Corporation and to
the fullest extent permitted by Section 145(a) of the D.G.C.L. in all other
Proceedings. The provisions set forth below in this Article IX are provided
in the furtherance, and not by way of limitation, of the obligations
expressed in this Section 9.01.
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9.02. EXPENSES RELATED TO PROCEEDINGS. If Indemnitee is, by reason of
his or her Corporate status, a witness in or a party to and is successful,
on the merits or otherwise, in any Proceeding, he or she shall be
indemnified against all Expenses actually and reasonably incurred by him or
her or on his or her behalf in connection therewith. If Indemnitee is not
wholly successful in such Proceeding but is successful, on the merits or
otherwise, as to any Matter in such Proceeding, the Corporation shall
indemnify Indemnitee against all Expenses actually and reasonably incurred
by him or her or on his or her behalf relating to such Matter. The
termination of any Matter in such a Proceeding by dismissal, with or
without prejudice, shall be deemed to be a successful result as to such
Matter.
9.03. ADVANCEMENT OF EXPENSES. Indemnitee shall be advanced Expenses
within ten days after requesting them to the fullest extent permitted by
Section 145(e) of the D.G.C.L.
9.04. REQUEST FOR INDEMNIFICATION. To obtain indemnification
Indemnitee shall submit to the Corporation a written request with such
information as is reasonably available to indemnification. The Secretary of
the Corporation shall promptly advise the Board of Directors of such
request.
9.05. DETERMINING ENTITLEMENT TO INDEMNIFICATION IF NO CHANGE OF
CONTROL. If there has been no Change of Control at the time the request for
indemnification is sent, Indemnitee's entitlement to indemnification shall
be determined in accordance with Section 145(d) of the D.G.C.L. If
entitlement to indemnification is to be determined by Independent Counsel,
the Corporation shall furnish notice to Indemnitee within ten days after
receipt of the request for indemnification, specifying the identity and
address of Independent Counsel. Indemnitee may, within fourteen days after
receipt of such written notice of selection, deliver to the Corporation a
written objection to such selection. Such objection may be asserted only on
the ground that the Independent Counsel so selected does not meet the
requirements of Independent Counsel and the objection shall set forth with
particularity the factual basis of such assertion. If there is an objection
to the selection of Independent Counsel, either the Corporation or
Indemnitee may petition the Court of Chancery of the State of Delaware or
any other court of competent jurisdiction for a determination that the
objection is without a reasonable basis and/or for the appointment of
Independent Counsel selected by the court.
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9.06. DETERMINING ENTITLEMENT TO INDEMNIFICATION IF CHANGE OF CONTROL.
If there has been a Change of Control at the time the request for
indemnification is sent, Indemnitee's entitlement to indemnification shall
be determined in a written opinion by Independent Counsel selected by
Indemnitee. Indemnitee shall give the Corporation written notice advising
of the identity and address of the Independent Counsel so selected. The
Corporation may, within seven days after receipt of such written notice of
selection, deliver to Indemnitee a written objection to such selection.
Indemnitee may, within five days after the receipt of such objection from
the Corporation, submit the name of another Independent Counsel and the
Corporation may, within seven days after receipt of such written notice of
selection, deliver to Indemnitee a written objection to such selection. Any
objection is subject to the limitations of Section 9.05. Indemnitee may
petition the Court of Chancery of the State of Delaware or any other court
of competent jurisdictions for a determination that the Corporation's
objection to the first and/or second selection of Independent Counsel is
without a reasonable basis and/or for the appointment as Independent
Counsel of a person selected by the Court.
9.07. PROCEDURES OF INDEPENDENT COUNSEL. If there has been a Change of
Control before the time the request for indemnification is sent by
Indemnitee, Indemnitee shall be presumed (except as otherwise expressly
provided in this Article IX) to be entitled to indemnification upon
submission of a request for indemnification in accordance with Section
9.04, and thereafter the Corporation shall have the burden of proof to
overcome the presumption in reaching a determination contrary to the
presumption. The presumption shall be used by Independent Counsel as a
basis for a determination of entitlement to indemnification unless the
Corporation provides information sufficient to overcome such presumption by
clear and convincing evidence or the investigation, review and analysis of
Independent Counsel convinces him or her by clear and convincing evidence
that the presumption should not apply.
Except in the event that the determination of entitlement to
indemnification is to be made by Independent Counsel, if the person or
persons empowered under Section 9.05 or 9.06 to determine entitlement to
indemnification shall not have made and furnished to Indemnitee in writing
a determination within sixty days after receipt by the Corporation of the
request therefor, the requisite determination of entitlement to
indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification unless Indemnitee knowingly misrepresented
a material fact in connection with the request for indemnification or such
indemnification is prohibited by law. The termination of any Proceeding or
of any Matter therein, by judgment, order, settlement or conviction, or
upon a plea of nolo contendere or its equivalent, shall not (except as
otherwise expressly provided in this Article IX) of itself adversely affect
the right of Indemnitee to indemnification or create a presumption that (a)
Indemnitee did not act in good faith and in a manner that he or she
reasonably believed, in the case of conduct in his or her official capacity
as a director of the Corporation, to be in the best interests of the
Corporation or in all other cases that at least his or her conduct was not
opposed to the
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Corporation's best interests, or (b) with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her
conduct was unlawful.
9.08. EXPENSES OF INDEPENDENT COUNSEL. The Corporation shall pay any
and all reasonable fees and expenses of Independent Counsel incurred acting
pursuant to this Article IX and in any proceeding to which it is a party or
witness in respect of its investigation and written report and shall pay
all reasonable fees and expenses incident to the procedures in which such
Independent Counsel was selected or appointed. No Independent Counsel may
serve if a timely objection has been made to his or her selection until a
court has determined that such objection is without a reasonable basis.
9.09. TRIAL DE NOVO. In the event that (a) a determination is made
pursuant to Section 9.05 or 9.06 that Indemnitee is not entitled to
indemnification under this Article IX, (b) advancement of Expenses is not
timely made pursuant to Section 9.03, (c) Independent Counsel has not made
and delivered a written opinion determining the request for indemnification
(i) within ninety days after being appointed by a court, (ii) within ninety
days after objections to his or her selection have been overruled by a
court or (iii) within ninety days after the time for the Corporation or
Indemnitee to object to his or her selection or (d) payment of
indemnification is not made within five days after a determination of
entitlement to indemnification has been made or deemed to have been made
pursuant to Section 9.05, 9.06 or 9.07, Indemnitee shall be entitled to an
adjudication in any court of competent jurisdiction of his or her
entitlement to such indemnification or advancement of Expenses. In the
event that a determination shall have been made that Indemnitee is not
entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 9.09 shall be conducted in all respects
as a de novo trial on the merits, and Indemnitee shall not be prejudiced by
reason of that adverse determination. If a Change of Control shall have
occurred, in any judicial proceeding commenced pursuant to this Section
9.09, the Corporation shall have the burden of proving that Indemnitee is
not entitled to indemnification or advancement of Expenses, as the case may
be. If a determination shall have been made or deemed to have been made
that Indemnitee is entitled to indemnification, the Corporation shall be
bound by such determination in any judicial proceeding commenced pursuant
to this Section 9.09, or otherwise, unless
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Indemnitee knowingly misrepresented a material fact in connection with the
request for indemnification, or such indemnification is prohibited by law.
The Corporation shall be precluded from asserting in any judicial
proceeding commenced pursuant to this Section 9.09 that the procedures and
presumptions of this Article IX are not valid, binding and enforceable and
shall stipulate in any such court that the Corporation is bound by all
provisions of this Article IX. In the event that Indemnitee, pursuant to
this Section 9.09, seeks a judicial adjudication to enforce his or her
rights under, or to recover damages for breach of, this Article IX,
Indemnitee shall be entitled to recover from the Corporation, and shall be
indemnified by the Corporation against, any and all Expenses actual and
reasonable incurred by him or her in such judicial adjudication, but only
if he or she prevails therein. If it shall be determined in such judicial
adjudication that Indemnitee is entitled to receive part but not all of the
indemnification or advancement of Expenses sought, the Expenses incurred by
Indemnitee in connection with such judicial adjudication or arbitration
shall be appropriately prorated.
9.10. NON-EXCLUSIVITY. The rights of indemnification and to receive
advancement of Expenses as provided by this Article IX shall not be deemed
exclusive of any other rights to which Indemnitee may at any time be
entitled under applicable law, the Certificate of Incorporation, these
bylaws, any agreement, a vote of stockholders, a resolution of the Board of
Directors or otherwise. No amendment, alteration or repeal of this Article
IX or any provision hereof shall be effective as to any Indemnitee for
acts, events and circumstances that occurred, in whole or in part, before
such amendment, alteration or repeal. The provisions of this Article IX
shall continue as to an Indemnitee whose corporate status has ceased and
shall inure to the benefit of his or her heirs, executors and
administrators.
9.11. INSURANCE AND SUBROGATION. To the extent the Corporation
maintains an insurance policy or policies providing liability insurance for
directors or officers of the Corporation or of any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise which such person serves at the request of the Corporation,
Indemnitee shall be covered by such policy or policies in accordance with
its or their terms to the maximum extent of coverage available for any such
director or officer under such policy or policies.
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In the event of any payment hereunder, the Company shall be subrogated
to the extent of such payment to all the rights of recovery of Indemnitee,
who shall execute all papers required and take all action necessary to
secure such rights, including execution of such documents as are necessary
to enable the Company to bring suit to enforce such rights.
The Company shall not be liable under this Article IX to make any
payment of amounts otherwise indemnifiable hereunder if, and to the extent
that, Indemnitee has otherwise actually received such payment under any
insurance policy, contract, agreement or otherwise.
9.12. SEVERABILITY. If any provision or provisions of this Article IX
shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby; and, to
the fullest extent possible, the provisions of this Article IX shall be
construed so as to give effect to the intent manifested by the provision
held invalid, illegal or unenforceable.
9.13. CERTAIN PERSONS NOT ENTITLED TO INDEMNIFICATION. Notwithstanding
any other provision of this Article IX, no person shall be entitled to
indemnification or advancement of Expenses under this Article IX with
respect to any Proceeding, or any Matter therein, brought or made by such
person against the Corporation.
9.14. DEFINITIONS. For purposes of this Article IX:
"CHANGE OF CONTROL" means a change in control of the Corporation after
the date of adoption of these bylaws in any one of the following
circumstances: (a) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended, (the "Exchange
Act") shall have become the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the
Corporation representing 20% or more of the combined voting power of the
Corporation's then outstanding voting securities without prior approval of
at least two-thirds of the members of the Board of Directors in office
immediately prior to such person's attaining such percentage interest; (b)
the Corporation is a party to a merger, consolidation, sale of assets or
other reorganization, or a proxy contest, as a consequence of which members
of the Board of Directors in office immediately prior to such transaction
or event constitute less
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than a majority of the Board of Directors thereafter or (c) during any
period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors (including for this purpose any
new director whose election or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of such period)
cease for any reason to constitute at least a majority of the Board of
Directors.
"CORPORATE STATUS" describes the status of a person who is or was a
director of the corporation or who, while a director or officer of the
Corporation, is an employee or agent of the Corporation or of any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which such person is or was serving at the request of the
Corporation.
"D.G.C.L." means the Delaware General Corporation Law, as currently in
effect or as amended from time to time.
"EXPENSES" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating or being or preparing to be
a witness in a Proceeding.
"INDEMNITEE" includes any person who is, or is threatened to be made,
a witness in or a party to any Proceeding as described in Section 9.01 or
9.02 by reason of his or her Corporate Status.
"INDEPENDENT COUNSEL" means a law firm, or member of a law firm, that
is experienced in matters of corporation law and neither presently is nor
in the five years previous to his or her selection or appointment has been,
retained to represent: (a) the Corporation or Indemnitee in any matter
material to either such party, (b) any other party to the Proceeding giving
rise to a claim for indemnification hereunder or (c) the beneficial owner,
directly or indirectly, of securities of the Corporation representing 5% or
more of the combined voting power of the Corporation's then outstanding
voting securities.
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"MATTER" is a claim, a material issue, or a substantial request for
relief.
"PROCEEDING" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding, whether civil, criminal, administrative or investigative,
except one initiated by an Indemnitee pursuant to Section 9.09 to enforce
his or her rights under this Article IX.
9.15. NOTICES. Any communication required or permitted to the
Corporation shall be addressed to the Secretary of the Corporation and any
such communication to Indemnitee shall be given in writing by depositing
the same in the United States mail, with postage thereon prepaid, addressed
to the person to whom such notice is directed at the address of such person
on the records of the Corporation, and such notice shall be deemed given at
the time when the same shall be so deposited in the United States mail.
9.16. CONTRACTUAL RIGHTS. The right to be indemnified or to the
advancement or reimbursement of Expenses (i) is a contract right based upon
good and valuable consideration, pursuant to which Indemnitee may sue as if
these provisions were set forth in a separate written contract between him
or her and the Corporation, (ii) is and is intended to be retroactive and
shall be available as to events occurring prior to the adoption of these
provisions and (iii) shall continue after any rescission or restrictive
modification of such provisions as to events occurring prior thereto.
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AMENDMENT TO BYLAWS OF
TOREADOR ROYALTY CORPORATION
RESOLVED, that Section 2.02 of the Bylaws of the Corporation shall be
amended in its entirety to read as follows:
2.02. ANNUAL MEETING. An annual meeting of the shareholders shall be
held on the third Thursday during the month of May, if not a legal holiday,
and if a legal holiday, then on the next business day following, at 10:00
a.m., or at such other date and time as shall be designated from time to
time by the board of directors and stated in the notice of the meeting, at
which time the shareholders shall elect a board of directors, and transact
such other business as may properly be brought before the meeting.