EXHIBIT 3.2
BY-LAWS
OF
CHEVRONTEXACO CORPORATION
AS AMENDED
SEPTEMBER 26, 2001
ARTICLE I.
THE BOARD OF DIRECTORS
SECTION 1. AUTHORITY OF BOARD. The business and affairs of ChevronTexaco
Corporation (herein called the "Corporation") shall be managed by or under the
direction of the Board of Directors (the "Board") or, if authorized by the
Board, by or under the direction of one or more committees thereof, to the
extent permitted by law and by the Board. Except as may be otherwise provided by
law or these By-Laws or, in the case of a committee of the Board, by applicable
resolution of the Board or such committee, the Board or any committee thereof
may act by unanimous written consent or, at an authorized meeting at which a
quorum is present, by the vote of the majority of the Directors present at the
meeting. Except as may be otherwise provided by law, the Board shall have power
to determine from time to time whether, and if allowed, when and under what
conditions and regulations any of the accounts and books of the Corporation
shall be open to inspection.
SECTION 2. NUMBER OF DIRECTORS; VACANCIES. The authorized number of
Directors who shall constitute the Board shall be fixed from time to time by
resolution of the Board approved by at least a majority of the Directors then in
office, provided that no such resolution other than a resolution to take effect
as of the next election of Directors by the stockholders shall have the effect
of reducing the authorized number of Directors to less than the number of
Directors in office as of the effective time of the resolution.
Whenever there shall be fewer Directors in office than the authorized
number of Directors, the Board may, by resolution approved by a majority of the
Directors then in office, choose one or more additional Directors, each of whom
shall hold office until the next annual meeting of stockholders and until his or
her successor is duly elected.
SECTION 3. AUTHORIZED MEETINGS OF THE BOARD. The Board shall have
authority to hold annual, regular and special meetings. An annual meeting of the
Board may be held immediately after the conclusion of the annual meeting of the
stockholders. Regular meetings of the Board may be held at such times as the
Board may determine. Special meetings may be held if called by the Chairman of
the Board, a Vice-Chairman of the Board, or by at least one third of the
Directors then in office.
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Notice of the time or place of a meeting may be given in person or by
telephone by any officer of the Corporation, or transmitted electronically to
the Director's home or office, or entrusted to a third party company or
governmental entity for delivery to the Director's business address. Notice of
annual or regular meetings is required only if the time for the meeting is
changed or the meeting is not to be held at the principal executive offices of
the Corporation. When notice is required, it shall be given not less than four
hours prior to the time fixed for the meeting; provided, however, that if notice
is transmitted electronically or entrusted to a third party for delivery, the
electronic transmission shall be effected or the third party shall promise
delivery by not later than the end of the day prior to the day fixed for the
meeting. The Board may act at meetings held without required notice if all
Directors consent to the holding of the meeting before, during or after the
meeting.
At all meetings of the Board, a majority of the Directors then in office
shall constitute a quorum for all purposes. If any meeting of the Board shall
lack a quorum, a majority of the Directors present may adjourn the meeting from
time to time, without notice, until a quorum is obtained.
SECTION 4. COMMITTEES. The Board may, by resolution approved by at least
a majority of the authorized number of Directors, establish committees of the
Board with such powers, duties and rules of procedure as may be provided by the
resolutions of the Board establishing such committees. Any such committee shall
have a secretary and report its actions to the Board.
SECTION 5. COMPENSATION. Directors who are not also employees of the
Corporation shall be entitled to such compensation for their service on the
Board or any committee thereof as the Board may from time to time determine.
ARTICLE II
OFFICERS
SECTION 1. EXECUTIVE COMMITTEE. The Board may, by resolution approved by
at least a majority of the authorized number of Directors, establish and appoint
one or more officers of the Corporation to constitute an Executive Committee
(the "Executive Committee"), which, under the direction of the Board and subject
at all times to its control, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Corporation, except as may be provided in the resolution establishing the
Executive Committee or in another resolution of the Board or by the General
Corporation Law of the State of Delaware. The Executive Committee shall have a
secretary and report its actions to the Board.
SECTION 2. DESIGNATED OFFICERS. The officers of the Corporation shall be
elected by, and serve at the pleasure of, the Board and shall consist of a
Chairman of the Board and a Secretary and such other officers, including,
without limitation, one or more Vice-Chairmen of the Board, a Vice-President and
Chief Financial Officer, a Vice-President and General Counsel, one or more other
Vice-Presidents, one or more Assistant Secretaries, a Treasurer, one or more
Assistant Treasurers, a Comptroller and a General Tax Counsel, as may be elected
by the Board to hold such offices or such other offices as may be created by
resolution of the Board.
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SECTION 3. CHAIRMAN OF THE BOARD. The Chairman of the Board shall be the
chief executive officer of the Corporation. He shall be a member of the Board
and Chairman of the Executive Committee. He shall preside at meetings of the
stockholders, the Board and the Executive Committee, and shall have such other
powers and perform such other duties as may from time to time be granted or
assigned to him by the Board or, subject to the control of the Board, by a
committee thereof or by the Executive Committee, or otherwise be in accordance
with the direction of the Board. In his absence, each Vice-Chairman of the
Board, as available, shall rotate in presiding at meetings of the stockholders,
the Board and the Executive Committee.
SECTION 4. VICE-CHAIRMAN OF THE BOARD. Each Vice-Chairman of the Board
shall be a member of the Board and a Vice-Chairman of the Executive Committee,
and shall have such other powers and perform such other duties as may from time
to time be granted or assigned to him by the Board or, subject to the control of
the Board, by a committee thereof or by the Executive Committee, or otherwise be
in accordance with the direction of the Board.
SECTION 5. VICE-PRESIDENT AND CHIEF FINANCIAL OFFICER. The
Vice-President and Chief Financial Officer shall consider the adequacy of, and
make recommendations to the Board and Executive Committee concerning, the
capital resources available to the Corporation to meet its projected obligations
and business plans; report periodically to the Board on financial results and
trends affecting the business; and shall have such other powers and perform such
other duties as may from time to time be granted or assigned to him by the Board
or, subject to the control of the Board, by a committee thereof or by the
Executive Committee, or otherwise be in accordance with the direction of the
Board.
SECTION 6. VICE-PRESIDENT AND GENERAL COUNSEL. The Vice-President and
General Counsel shall supervise and direct the legal affairs of the Corporation
and shall have such other powers and perform such other duties as may from time
to time be granted or assigned to him by the Board or, subject to the control of
the Board, by a committee thereof or by the Executive Committee, or otherwise be
in accordance with the direction of the Board.
SECTION 7. VICE-PRESIDENTS. In the event of the absence or disability of
the Chairman of the Board and the Vice-Chairmen of the Board, one of the
Vice-Presidents may be designated by the Board to exercise their powers and
perform their duties, and the Vice-Presidents shall have such other powers and
perform such other duties as may from time to time be granted or assigned to
them by the Board or, subject to the control of the Board, by a committee
thereof or by the Executive Committee, or otherwise be in accordance with the
direction of the Board.
SECTION 8. SECRETARY. The Secretary shall keep full and complete records
of the proceedings of the Board, the Executive Committee and the meetings of the
stockholders; keep the seal of the Corporation, and affix the same to all
instruments which may require it; have custody of and maintain the Corporation's
stockholder records; and shall have such other powers and perform such other
duties as may from time to time be granted or assigned to him by the Board or,
subject to the control of the Board, by a committee thereof or by the Executive
Committee, or otherwise be in accordance with the direction of the Board.
SECTION 9. ASSISTANT SECRETARIES. The Assistant Secretaries shall assist
the Secretary in the performance of his duties and shall have such other powers
and perform such other duties as may from time to time be granted or assigned to
them by the Board or, subject to the control of
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the Board, by a committee thereof or by the Executive Committee, or otherwise be
in accordance with the direction of the Board.
SECTION 10. TREASURER. The Treasurer shall have custody of the funds of
the Corporation and deposit and pay out such funds, from time to time, in such
manner as may be prescribed by, or be in accordance with the direction of, the
Board, and shall have such other powers and perform such other duties as may
from time to time be granted or assigned to him by the Board or, subject to the
control of the Board, by a committee thereof or by the Executive Committee, or
otherwise be in accordance with the direction of the Board.
SECTION 11. ASSISTANT TREASURERS. The Assistant Treasurers shall assist
the Treasurer in the performance of his duties and shall have such other powers
and perform such other duties as may from time to time be granted or assigned to
them by the Board or, subject to the control of the Board, by a committee
thereof or by the Executive Committee, or otherwise be in accordance with the
direction of the Board.
SECTION 12. COMPTROLLER. The Comptroller shall be the principal
accounting officer of the Corporation and shall have charge of the Corporation's
books of accounts and records; and shall have such other powers and perform such
other duties as may from time to time be granted or assigned to him by the Board
or, subject to the control of the Board, by a committee thereof or by the
Executive Committee, or otherwise be in accordance with the direction of the
Board.
SECTION 13. GENERAL TAX COUNSEL. The General Tax Counsel shall supervise
and direct the tax matters of the Corporation and shall have such other powers
and perform such other duties as may from time to time be granted or assigned to
him by the Board or, subject to the control of the Board, by a committee thereof
or by the Executive Committee, or otherwise be in accordance with the direction
of the Board.
SECTION 14. OTHER OFFICERS. Any other elected officer shall have such
powers and perform such duties as may from time to time be granted or assigned
to him by the Board or, subject to the control of the Board, by a committee
thereof or by the Executive Committee, or otherwise be in accordance with the
direction of the Board.
SECTION 15. POWERS OF ATTORNEY. Whenever an applicable statute, decree,
rule or regulation requires a document to be subscribed by a particular officer
of the Corporation, such document may be signed on behalf of such officer by a
duly appointed attorney-in-fact, except as otherwise directed by the Board or
the Executive Committee or limited by law.
SECTION 16. COMPENSATION. The officers of the Corporation shall be
entitled to compensation for their services. The amounts and forms of
compensation which each of such officers shall receive, and the manner and times
of its payment, shall be determined by, or be in accordance with the direction
of, the Board.
ARTICLE III
STOCK AND STOCK CERTIFICATES
SECTION 1. STOCK. The Board or, to the extent permitted by the General
Corporation Law
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of the State of Delaware, any committee of the Board expressly so authorized by
resolution of the Board may authorize from time to time the issuance of new
shares of the Corporation's Common Stock ("Common Stock") or any series of
Preferred Stock ("Preferred Stock"), for such lawful consideration as may be
approved by the Board or such committee, up to the limit of authorized shares of
Common Stock or such series of Preferred Stock. The Board, the Executive
Committee or any committee of the Board expressly so authorized by resolution of
the Board may authorize from time to time the purchase on behalf of the
Corporation for its treasury of issued and outstanding shares of Common Stock or
Preferred Stock and the resale, assignment or other transfer by the Corporation
of any such treasury shares.
SECTION 2. STOCK CERTIFICATES. Shares of Stock shall be represented by
certificates, which shall be registered upon the books of the Corporation;
provided, that the Board may provide by resolution that some or all of any or
all classes or series of the Corporation's Stock shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate until
such certificate is surrendered to the Corporation. Notwithstanding the adoption
of such a resolution by the Board, every holder of stock represented by a
certificate and, upon request, every holder of uncertificated shares shall be
entitled to have a certificate signed by the Chairman of the Board, a
Vice-Chairman of the Board or a Vice-President, together with the Secretary or
an Assistant Secretary of the Corporation representing the number of shares
owned by him or her. Certificates of Stock shall not have any validity
whatsoever until and unless they have been signed and countersigned as herein
provided. All such certificates shall bear the seal of the Corporation or a
facsimile thereof, and shall be countersigned by a Transfer Agent and the
Registrar for the Stock, each of whom shall by resolution of the Board be
appointed with authority to act as such at the pleasure of the Board. No
certificate for a fractional share of Common Stock shall be issued.
Certificates of Stock signed by the Chairman of the Board, a
Vice-Chairman of the Board or a Vice-President, together with the Secretary or
an Assistant Secretary, being such at the time of such signing, if properly
countersigned as set forth above by a Transfer Agent and the Registrar, and if
regular in other respects, shall be valid, whether such officers hold their
respective positions at the date of issue or not. Any signature or
countersignature on certificates of Stock may be an actual signature or a
printed or engraved facsimile thereof.
SECTION 3. LOST OR DESTROYED CERTIFICATES. The Board or the Executive
Committee may designate certain persons to authorize the issuance of new
certificates of Stock or uncertificated shares to replace certificates alleged
to have been lost or destroyed, upon the filing with such designated persons of
both an affidavit or affirmation of such loss or destruction and a bond of
indemnity or indemnity agreement covering the issuance of such replacement
certificates or uncertificated shares, as may be requested by and be
satisfactory to such designated persons.
SECTION 4. STOCK TRANSFERS. Transfer of shares of Stock represented by
certificates shall be made on the books of the Corporation only upon the
surrender of a valid certificate or certificates for not less than such number
of shares, duly endorsed by the person named in the certificate or by an
attorney lawfully constituted in writing. Transfer of uncertificated shares of
Stock shall be made on the books of the Corporation upon receipt of proper
transfer instructions from the registered owner of the uncertificated shares, an
instruction from an approved source duly authorized by such owner or from an
attorney lawfully constituted in writing. The Corporation may impose such
additional conditions to the transfer of its Stock as may be
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necessary or appropriate for compliance with applicable law or to protect the
Corporation, a Transfer Agent or the Registrar from liability with respect to
such transfer.
SECTION 5. STOCKHOLDERS OF RECORD. The Board may fix a time as a record
date for the determination of stockholders entitled to receive any dividend or
distribution declared to be payable on any shares of the Corporation; or to vote
upon any matter to be submitted to the vote of any stockholders of the
Corporation; or to be present or to be represented by proxy at any meeting of
the stockholders of the Corporation, which record date in the case of a meeting
of the stockholders shall be not more than sixty nor less than ten days before
the date set for such meeting; and only stockholders of record as of the record
date shall be entitled to receive such dividend or distribution, or to vote on
such matter, or to be present or represented by proxy at such meeting.
ARTICLE IV
MEETINGS OF STOCKHOLDERS
SECTION 1. MEETINGS OF STOCKHOLDERS. An annual meeting of the
stockholders of the Corporation shall be held each year, at which Directors
shall be elected to serve for the ensuing year and until their successors are
elected. Special meetings of the stockholders for any purpose or purposes,
unless prohibited by law, may be called by the Board or the Chairman of the
Board and shall be called by the Chairman of the Board or the Secretary at the
request in writing of at least one third of the members of the Board. The time
and place of any meeting of stockholders shall be determined by the Board in
accordance with law.
SECTION 2. CONDUCT OF MEETINGS. The Chairman of the Board, or such other
officer as may preside at any meeting of the stockholders, shall have authority
to establish, from time to time, such rules for the conduct of such meeting, and
to take such action, as may in his judgment be necessary or proper for the
conduct of the meeting and in the best interests of the Corporation and the
stockholders in attendance in person or by proxy.
SECTION 3. QUORUM FOR ACTION BY STOCKHOLDERS; ELECTIONS. At all
elections or votes had for any purpose, there must be a majority of the
outstanding shares of Common Stock represented. All elections for Directors
shall be held by written ballot and determined by a plurality of the votes cast.
Except as may otherwise be required by law or the Restated Certificate of
Incorporation, all other matters shall be decided by a majority of the votes
cast affirmatively or negatively.
SECTION 4. PROXIES. To the extent permitted by law, any stockholder of
record may appoint a person or persons to act as the stockholder's proxy or
proxies at any stockholder meeting for the purpose of representing and voting
the stockholder's shares. The stockholder may make this appointment by any means
the General Corporation Law of the State of Delaware specifically authorizes,
and by any other means the Secretary of the Corporation may permit. Prior to any
vote, and subject to any contract rights of the proxy holder, the stockholder
may revoke the proxy appointment either directly or by the creation of a new
appointment, which will automatically revoke the former one. The Inspector of
Elections appointed for the meeting may establish requirements concerning such
proxy appointments or revocations that the Inspector considers necessary or
appropriate to assure the integrity of the vote and to comply with law.
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SECTION 5. ADJOURNMENTS. Any meeting of the stockholders (whether
annual or special and whether or not a quorum shall have been present), may be
adjourned from time to time and from place to place by vote of a majority of the
shares of Common Stock represented at such meeting, without notice other than
announcement at such meeting of the time and place at which the meeting is to be
resumed--such adjournment and the reasons therefor being recorded in the journal
of proceedings of the meeting; provided, however, that if the date of any
adjourned meeting is more than thirty days after the date for which the meeting
was originally noticed, or if a new record date is fixed for the adjourned
meeting, written notice of the place, date and time of the adjourned meeting
shall be given to each stockholder of record entitled to vote at the meeting. At
any meeting so resumed after such adjournment, provided a majority of the
outstanding shares of Common Stock shall then be represented, any business may
be transacted which might have been transacted at the meeting as originally
scheduled.
ARTICLE V
CORPORATE SEAL
The seal of the Corporation shall have inscribed thereon the name of
the Corporation and the words "Incorporated Jan. 27, 1926 Delaware."
ARTICLE VI
CHANGE IN CONTROL BENEFIT PROTECTION
SECTION 1. As used in this Article VI, the following terms shall
have the meanings here indicated:
"Beneficial Ownership," when attributed to a Person with respect to
a security, means that the Person is deemed to be a beneficial owner
of such security pursuant to Rule 13d-3 promulgated under the
Exchange Act.
"Benefit Plan" means any pension, retirement, profit-sharing,
employee stock ownership, 401(k), excess benefit, supplemental
retirement, bonus, incentive, salary deferral, stock option,
performance unit, restricted stock, tax gross-up, life insurance,
dependent life insurance, accident insurance, health coverage,
short-term disability, long-term disability, severance, welfare or
similar plan or program (or any trust, insurance arrangement or any
other fund forming a part or securing the benefits thereof)
maintained prior to a Change in Control by the Corporation or a
Subsidiary for the benefit of directors, officers, employees or
former employees, and shall include any successor to any such plan
or program; provided, however, that "Benefit Plan" shall include
only those plans and programs which have been designated by the
Corporation as a constituent part of the Change in Control benefit
protection program.
"Board" means the Board of Directors of the Corporation.
"Change in Control" means the occurrence of any of the following:
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(A) A Person other than the Corporation, a
Subsidiary, a Benefit Plan or, pursuant to a
Non-Control Merger, a Parent Corporation,
acquires Common Stock or other Voting Securities
(other than directly from the Corporation) and,
immediately after the acquisition, the Person has
Beneficial Ownership of twenty percent (20%) or
more of the Corporation's Common Stock or Voting
Securities;
(B) The Incumbent Directors cease to constitute a
majority of the Board or, if there is a Parent
Corporation, the board of directors of the
Ultimate Parent, unless such event results from
the death or disability of an Incumbent Director
and, within 30 days of such event, the Incumbent
Directors constitute a majority of such board; or
(C) There is consummated a Merger (other than a
Non-Control Merger), a complete liquidation or
dissolution of the Corporation, or the sale or
other disposition of all or substantially all of
the assets of the Corporation (other than to a
Subsidiary or as a distribution of a Subsidiary
to the stockholders of the Corporation).
"Common Stock" means the Common Stock of the Corporation.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Incumbent Directors" means the Directors of the Corporation as of
March 29, 2000 and any Director of the Corporation or, if there is a
Parent Corporation, any Director of the Ultimate Parent, elected
after such date, provided that (A) the election, or nomination for
election by the stockholders of the Corporation, of such new
Director was approved by a vote of at least two-thirds of the
Persons then constituting the Incumbent Directors, (B) any Director
who assumes office as a result of a Merger after March 29, 2000
shall not be deemed an Incumbent Director until the Director has
been in office for at least three years, and (C) no Director who
assumes office as a result of a Proxy Contest shall be considered an
Incumbent Director.
"Merger" means a merger, consolidation or reorganization or similar
business combination of the Corporation with or into another Person
or in which securities of the Corporation are issued.
"Non-Control Merger" means a Merger if immediately following the
Merger (A) the stockholders of the Corporation immediately before
the Merger own directly or indirectly at least fifty-five percent
(55%) of the outstanding common stock and the combined voting power
of the outstanding voting securities of the Surviving Corporation
(if there is no Parent Corporation) or of the Ultimate Parent, if
there is a Parent Corporation, and (B) no Person other than a
Benefit Plan owns twenty percent (20%) or more of the combined
voting power of the outstanding voting securities of the Ultimate
Parent, if there is a Parent Corporation, or of the Surviving
Corporation, if there is no Parent Corporation.
"Parent Corporation" means a corporation with Beneficial Ownership
of more than fifty percent (50%) of the combined voting power of the
Surviving Corporation's outstanding
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voting securities immediately following a Merger.
"Person" means a person as such term is used for purposes of Section
13(d) or Section 14(d) of the Exchange Act.
"Proxy Contest" means any actual or threatened solicitation of
proxies or consents by or on behalf of any Person other than the
Board, including, without limitation, any solicitation with respect
to the election or removal of Directors of the Corporation, and any
agreement intended to avoid or settle the results of any such actual
or threatened solicitation.
"Subsidiary" means any corporation or other Person (other than a
human being) of which a majority of its voting power or its voting
equity securities or equity interest is owned, directly or
indirectly, by the Corporation.
"Surviving Corporation" means the corporation resulting from a
Merger.
"Ultimate Parent" means, if there is a Parent Corporation, the
Person with Beneficial Ownership of more than fifty percent (50%) of
the Surviving Corporation and of any other Parent Corporation.
"Voting Securities" means the outstanding Common Stock and other
voting securities, if any, of the Corporation entitled to vote for
the election of Directors of the Corporation.
SECTION 2. The Corporation and one or more of its Subsidiaries may,
from time to time, maintain Benefit Plans providing for payments or other
benefits or protections conditioned partly or solely on the occurrence of a
Change in Control. The Corporation shall cause any Surviving Corporation (or any
other successor to the business and assets of the Corporation) to assume any
such obligations of such Benefit Plans and make effective provision therefor,
and such Benefit Plans shall not be amended except in accordance with their
terms.
SECTION 3. No amendment or repeal of this Article VI shall be
effective if adopted within six months before or at any time after the public
announcement of an event or proposed transaction which would constitute a Change
in Control (as such term is defined prior to such amendment); provided, however,
that an amendment or repeal of this Article VI may be effected, even if adopted
after such a public announcement, if (a) the amendment or repeal has been
adopted after any plans have been abandoned to cause the event or effect the
transaction which, if effected, would have constituted the Change in Control,
and the event which would have constituted the Change in Control has not
occurred, and (b) within a period of six months after such adoption, no other
event constituting a Change in Control shall have occurred, and no public
announcement of a proposed transaction which would constitute a Change in
Control shall have been made, unless thereafter any plans to effect the Change
in Control have been abandoned and the event which would have constituted the
Change in Control has not occurred. In serving and continuing to serve the
Corporation, an employee is entitled to rely and shall be presumed to have
relied on the provisions of this Article VI, which shall be enforceable as
contract rights and inure to the benefit of the heirs, executors and
administrators of the employee, and no repeal or modification of this Article VI
shall adversely affect any right existing at the time of such repeal or
modification.
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ARTICLE VII
AMENDMENTS
Any of these By-Laws may be altered, amended or repealed by the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock at any annual or special meeting of the stockholders, if notice of
the proposed alteration, amendment or repeal be contained in the notice of the
meeting; or any of these By-Laws may be altered, amended or repealed by
resolution of the Board approved by at least a majority of the Directors then in
office. Notwithstanding the preceding sentence, any amendment or repeal of
Article VI of the By-Laws shall be made only in accordance with the terms of
said Article VI, and the authority of the Directors to amend the By-Laws is
accordingly hereby limited.
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