1
EXHIBIT 3.3
RESTATED JANUARY 5, 2001
BYLAWS
OF
BENTON OIL AND GAS COMPANY
ARTICLE 1.
SHAREHOLDERS
1.1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the second Tuesday in the month of May in each year at the hour of 10
a.m., for the purpose of electing directors and transacting such other business
as may come before the meeting. If the day fixed for the annual meeting is a
legal holiday, the meeting shall be held on the next succeeding business day.
1.2. FAILURE TO HOLD ANNUAL MEETING. If the annual meeting is not held
at the designated time, the directors shall cause the meeting to be held as soon
as thereafter as convenient. If there is a failure to hold an annual meeting for
a period of 30 days after the date designated, any shareholder or director may
apply to the Court of Chancery to summarily order a meeting held.
1.3. SPECIAL MEETINGS. Special meetings of the shareholders may be
called by the President, by the Board of Directors or by the holder of not less
than ten percent of the stock entitled to vote in the election of directors.
1.4. PLACE OF MEETINGS. Meetings of the shareholders shall be held at
the principal business office of the corporation or at such other place as may
be determined by the Board of Directors.
1.5. NOTICE OF MEETINGS. 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 mailed to each shareholder
entitled to vote at the meeting at the shareholder's address as it appears on
the stock transfer records of the corporation, with postage thereon prepaid, not
less than 10 nor more than 60 days before the date of the meeting, by or at the
direction of the President, the Secretary or the Board of Directors.
1.6. WAIVER OF NOTICE. Whenever any notice is required to be given to
any shareholder of the corporation, a waiver thereof in writing, signed by the
person or persons entitled to such
2
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. The attendance of a shareholder at a
meeting shall constitute a waiver of notice of such meeting, except where a
shareholder attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
1.7. FIXING OF RECORD DATE.
(a) In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent of corporation action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than 60 nor less than 10 days before the date of such
meeting, nor more than 60 days prior to any other action.
(b) If no record date is fixed:
(1) The record date for determining shareholders entitled to
notice of or to vote at a meeting of shareholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held;
(2) The record date for determining shareholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is expressed;
(3) The record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
(c) A determination of shareholders of record entitled to notice of or
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjournment meeting.
1.8. VOTING RECORDS.
(a) The officer who has charge of the stock ledger of a corporation
shall make, at least 10 days before every meeting of shareholders, a complete
list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address of each shareholder and the number
of shares registered in the name of each shareholder. Such list shall be open to
the examination of any shareholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least 10 days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder who is present.
2
3
(b) Upon the willful neglect or refusal of the directors to produce
such a list at any meeting for the election of directors they shall be
ineligible for election to any office at such meeting.
(c) The stock ledger shall be the only evidence as to who are the
shareholders entitled to examine the stock ledger, the shareholder list or the
books of the corporation, or to vote in person or by proxy at any meeting of
shareholders.
1.9. QUORUM. A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If a quorum is present at a meeting, a majority
may adjourn the meeting from time to time to a different time and place without
further notice if the time and place thereof are announced at the meeting at
which the adjournment is taken. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been transacted at the
meeting as originally called. If the adjournment is for more than 30 days, or if
after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each shareholder of record
entitled to vote at the meeting. 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.
1.10. MAJORITY VOTE; ACTION WITHOUT A MEETING. The vote of the holders
of a majority of the shares present and entitled to vote any duly organized
meeting shall decide any question unless the vote of a greater number shall be
required by law, the Certificate of Incorporation or these Bylaws. Any action
which the shareholders could take at a meeting may be taken without a meeting if
a consent in writing setting forth the action so taken is signed by the holders
of outstanding stock having not less than the minimum number of shares that
would be necessary to authorize or take such action at a meeting at which all
shares entitled to vote thereon were present and voted. Prompt notice of the
taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those shareholders who have not consented in writing
and the consent shall be filed with the minutes of the corporation.
1.11. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by a duly authorized attorney
in fact. The proxy shall be filed with the Secretary of the corporation before
or at the time of the meeting. No proxy shall be valid after three years from
the date of its execution, unless otherwise provided in the proxy.
1.12. VOTING OF SHARES BY CERTAIN HOLDERS.
(a) Persons holding stock in a fiduciary capacity shall be entitled to
vote the shares so held. Persons whose stock is pledged shall be entitled to
vote, unless in the transfer by the pledgor on the books of the corporation he
or she has expressly empowered the pledgee to vote thereon, in which case only
the pledgee, or his or her proxy, may represent such stock and vote thereon.
3
4
(b) If shares or other securities having voting power stand of record
in the names of two or more persons, or if two or more persons have the same
fiduciary relationship respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy of the instrument or
order appointing them or creating the relationship wherein it is so provided,
their acts with respect to voting shall have the following effect:
(1) If only one votes, the act of such person binds all;
(2) If more than one votes, the act of the majority so voting
binds all;
(3) If more than one votes and if the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to the Court of Chancery or such other court as may have jurisdiction to
appoint an additional person to act with the person so voting the shares, which
shall then be voted as determined by a majority of such persons and the person
appointed by the court. If the instrument so filed shows that any such tenancy
is held in unequal interests, a majority or even split for the purpose of this
subsection shall be a majority or even split in interest.
ARTICLE 2.
BOARD OF DIRECTORS
2.1. GENERAL POWERS. The business and affairs of the corporation shall
be managed by its Board of Directors.
2.2. NUMBER, TENURE AND QUALIFICATION. The number of Directors of the
Corporation shall be seven. The directors shall hold office until the next
annual meeting of shareholders and until their successors shall have been
elected and qualified. The number of directors permitted under the Bylaws may be
increased or decreased from time to time by amendment to the Bylaws. Directors
need not be residents of the State of Delaware or shareholders of the
corporation.
2.3. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of Delaware, for the holding of additional regular meetings without other notice
than the resolution.
2.4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or by one-third of the
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Delaware, as the place for holding any special meeting of the Board of Directors
called by them.
4
5
2.5. NOTICE. Written notice of any special meeting of the Board of
Directors shall be given at least two days prior to the meeting by personal
delivery, by mail or by telegram. Notice with respect to telephonic board
meetings shall be given at least 24 hours prior to the meeting by personal
delivery, telephone, mail or telefax. If mailed, notice shall be deemed to be
given when deposited in the United States mails addressed to the director at the
director's business address, with postage thereon prepaid. If by telegram,
notice shall be deemed to be given when the telegram is delivered to the
telegraph company. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where the director attends a meeting
for the express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.
2.6. WAIVER OF NOTICE. Whenever any notice is required to be given to
any director of the corporation, waiver thereof in writing, signed by the person
or persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
2.7. QUORUM; MAJORITY VOTE. A majority of the number of directors fixed
by Section 2.2 of this Article 2 shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors. The act of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors, unless a different number is provided by law, the
Certificate of Incorporation or these Bylaws.
2.8. MEETING BY TELEPHONE CONFERENCE; CONSENT IN LIEU OF MEETING.
(a) Members of the Board of Directors may hold a board meeting by
conference telephone or similar communications equipment by means of which all
persons participating in the meeting can hear each other. Participation in such
a meeting shall constitute presence in person at the meeting.
(b) Any action which is required or permitted to be taken by the
directors at a meeting may be taken without a meeting if a consent in writing
setting forth the action so taken is signed by all of the directors entitled to
vote on the matter. Such consent, which shall have the same effect as a
unanimous vote of the directors, shall be filed with the minutes of the
corporation.
2.9. VACANCIES. Except as otherwise provided by law, vacancies and
newly created directorships resulting from any increase in the authorized number
of directors may be filled by affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, or by a sole
remaining director. Any such directorship not so filled by the directors shall
be filled by election at the next annual meeting of shareholders or at a special
meeting of shareholders called for that purpose. A director elected to fill a
vacancy shall be elected to serve until the next annual meeting of shareholders
and until a successor shall be elected and qualified.
5
6
2.10. 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.
2.11. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
the director's dissent to the action is entered in the minutes of the meeting or
unless a written dissent to the action is filed with the person acting as the
secretary of the meeting before the adjournment thereof or forwarded by
certified or registered mail to the Secretary of the corporation immediately
after the adjournment of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action.
2.12. TRANSACTIONS WITH DIRECTORS.
(a) Any contract or other transaction or determination between the
corporation and one or more of its directors, or between the corporation and
another party in which one or more of its directors are interested, shall be
valid notwithstanding the relationship or interest or the presence or
participation of such director or directors in a meeting of the Board of
Directors or a committee thereof which acts upon or in reference to such
contract, transaction or determination, if:
(1) The material facts as to such relationship or interest and as
to the contract or transaction are disclosed or are known to the Board of
Directors or committee and it authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors are less than a quorum; or
(2) The material facts as to such relationship or interest and as
to the contract or transaction are disclosed or are known to the shareholders
entitled to vote, and the contract or transaction is specifically approved in
good faith by vote of the shareholders; or
(3) The contract or transaction is fair as to the corporation as
of the time it is authorized, approved or ratified, by the Board of Directors, a
committee thereof or the shareholders.
(b) None of the provisions of this section shall invalidate any
contract, transaction or determination which would otherwise be valid under
applicable law.
2.13. REMOVAL. All or any number of the directors may be removed, with
or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
2.14. RESIGNATION. Any director may resign by delivering his or her
resignation, in writing, to the corporation at its principal office or to the
President or Secretary. Such
6
7
resignation shall be effective on receipt unless it is specified to be effective
at some other time or upon the happening of some other event.
ARTICLE 3.
COMMITTEES
3.1. DESIGNATION. The Board of Directors may designate from among its
members an executive committee and/or one or more other committees, each
consisting of one or more directors. The designation of a 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 by law. No
member of any committee shall continue to be a member thereof after ceasing to
be a director of the corporation. The Board of Directors shall have the power at
any time to increase or decrease the number of members of any committee, to fill
vacancies thereon, to change any member thereof and to change the functions or
terminate the existence thereof.
3.2. POWERS. Any such committee, to the extent provided by resolution
of the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it; but no such committee shall have the
power or authority in reference to amending the Certificate of Incorporation;
adopting an agreement of merger or consolidation; recommending to the
shareholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets; recommending to the shareholders a
dissolution of the corporation or a revocation of a dissolution; or amending the
Bylaws of the Corporation; and, unless the resolution expressly so provides, no
such committee shall have the power or authority to declare a dividend, to
authorize the issuance of stock or to adopt a certificate of ownership and
merger with respect to the merger into the corporation of a subsidiary of which
at least 90 percent of the outstanding shares of each class are owned by the
corporation.
3.3. PROCEDURES; MEETINGS; QUORUM.
(a) The Board of Directors shall appoint a chairman from among the
members of the committee and shall appoint a secretary who may, but need not, be
a member of the committee. The chairman shall preside at all committee meetings
and the secretary of the committee shall keep a record of its acts and
proceedings.
(b) Regular meetings of a committee, of which no notice shall be
necessary, shall be held on such days and at such places as shall be fixed by
resolution adopted by the committee. Special meetings of a committee shall be
called at the request of the President or of any member of the committee, and
shall be held upon such notice as is required by these Bylaws for special
meetings of the Board of Directors, provided that notice by word of mouth or
telephone shall be sufficient if received in the city where the meeting is to be
held not later than the day immediately preceding the day of the meeting. A
waiver of notice of a meeting, signed by the
7
8
person or persons entitled to such notice, whether before or after the event
stated therein, shall be deemed equivalent to the giving of such notice.
(c) Attendance of any member of a committee at a meeting shall
constitute a waiver of notice of the meeting. A majority of a committee, from
time to time, shall be necessary to constitute a quorum for the transaction of
any business, and the act of a majority of the members present at a meeting at
which a quorum is present shall be the act of the committee. Members of a
committee may hold a meeting of such committee 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 such a meeting shall
constitute presence in person at the meeting.
(d) Any action which may be taken at a meeting of a committee may be
taken without a meeting if a consent in writing setting forth the actions so
taken shall be signed by all members of the committee entitled to vote with
respect to the subject matter thereof. The consent shall have the same effect as
a unanimous vote of the committee.
(e) The Board of Directors may vote to the members of any committee a
reasonable fee as compensation for attendance at meetings of the committee.
ARTICLE 4.
OFFICERS
4.1. NUMBER. The officers of the corporation shall be a Chairman of the
Board, a President and a Secretary. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of Directors
and shall have such powers and duties as may be prescribed by the Board of
Directors. Any two or more offices may be held by the same person.
4.2. ELECTION AND TERM OF OFFICE. The officers of the corporation shall
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after the annual meeting of the shareholders. If the election
of officers shall not be held at the meeting, it shall be held as soon
thereafter as is convenient. Each officer shall hold office until a successor
shall have been duly elected and shall have qualified or until the officer's
death, resignation or removal in the manner hereinafter provided.
4.3. REMOVAL. Any officer or agent 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 would be served thereby.
4.4. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise may be filled by the Board of Directors
for the unexpired portion of the term.
8
9
4.5. CHIEF EXECUTIVE OFFICER ("CEO"). The CEO shall be the chief
executive officer of the corporation and shall be in general charge of its
business and affairs, subject to the control of the Board of Directors. The CEO
shall preside at all meetings of the shareholders and, in the absence of a
Chairman of the Board, at all meetings of directors. The CEO may execute on
behalf of the corporation all contracts, agreements, stock certificates and
other instruments. The CEO shall from time to time report to the Board of
Directors all matters within the CEO's knowledge affecting the corporation which
should be brought to the attention of the Board. The CEO shall vote all shares
of stock in other corporations owned by the corporation, and shall be empowered
to execute proxies, waivers of notice, consents and other instruments in the
name of the corporation with respect to such stock. The CEO shall perform such
other duties as may be required by the Board of Directors.
4.6. PRESIDENT. The President shall perform such duties as determined
by the Board of Directors or the CEO and shall be subject to the control of the
Board of Directors. Generally, in the absence of the CEO, the President shall
preside at all meetings of stockholders and at all meetings of directors. The
President shall execute any and all agreements and instruments required by the
corporation and shall from time to time report to the CEO and the President on
all information about the corporation that he becomes aware of or is responsible
for. The President shall perform such other duties as may be required by the CEO
and the Board of Directors.
4.7. SECRETARY. The Secretary shall keep the minutes of all meetings of
the directors and shareholders, and shall have custody of the minute books and
other records pertaining to the corporate business. The Secretary shall
countersign all stock certificates and other instruments requiring the seal of
the corporation and shall perform such other duties as may be required by the
Board of Directors.
4.8. CHAIRMAN OF THE BOARD. The Chairman of the Board of Directors
shall preside at all meetings of the Board of Directors and shall perform such
other duties as may be prescribed from time to time by the Board of Directors.
4.9. VICE PRESIDENTS. In the absence of the President or in the event
of the President's death or inability or refusal to act, the Vice President (or,
in the event there be more than one Vice President, the Vice Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in the order of their election) shall perform the duties of
the President and, when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. Any Vice President shall perform
such other duties assigned by the President or by the Board of Directors.
4.10. TREASURER. The Treasurer shall be the chief financial and
accounting officer of the corporation. The Treasurer shall keep correct and
complete records of accounts showing the financial condition of the corporation.
The Treasurer shall be legal custodian of all moneys, notes, securities and
other valuables that may come into the possession of the corporation. The
Treasurer shall deposit all funds of the corporation that come into the
Treasurer's hands in depositories that the Board of Directors may designate. The
Treasurer shall pay the funds out
9
10
only on the check of the corporation signed in the manner authorized by the
Board of Directors. The Treasurer shall perform such other duties as assigned by
the Board of Directors may require.
4.11. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary because the officer is also a director of the corporation.
ARTICLE 5.
5.1. The Corporation shall indemnify to the fullest extent then
permitted by the law any person who is made, or threatened to be made, a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative, investigative or otherwise (including an
action, suit or proceeding by or in the right of the Corporation) by reason of
the fact that the person is or was a director or officer of the Corporation, or
serves or served at the request of the Corporation as a director or officer of
another corporation, partnership, joint venture, trust or other enterprise
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection therewith.
Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article. The
indemnification provided hereby shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any statute, Bylaw,
agreement, vote of shareholders or directors or otherwise, both as to action in
any official capacity and as to action in another capacity while holding office,
and shall continue as to a person who has ceased to be a director or officer and
shall inure to the benefit of the heirs, executors and administrators of such
person.
Any person other than a director or officer who is or was an employee
or agent of the Corporation, or fiduciary within the meaning of the Employee
Retirement Income Security Act of 1974 with respect to any employee benefit
plans of the Corporation, or is or was serving at the request of the Corporation
as an employee or agent of another corporation, partnership, joint venture,
trust or other enterprise may be indemnified to such extent as the board of
directors in its discretion at any time or from time to time may authorize.
5.2. No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided that the liability of a director shall not be
eliminated (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
10
11
ARTICLE 6.
CERTIFICATE FOR SHARES AND THEIR TRANSFER
6.1. CERTIFICATES FOR SHARES.
(a) Certificates representing shares of the corporation shall be in
such form as shall be determined by the Board of Directors. Such certificates
shall be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary and may be sealed with the seal of the corporation or a
facsimile thereof. All certificates for shares shall be consecutively numbered
or otherwise identified.
(b) The name and address of the person to whom the shares represented
by each certificate are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.
6.2. TRANSFER OF SHARES. Transfer of shares of the corporation shall be
made only on the stock transfer books of the corporation by the holder of record
thereof or by the holder's legal representative, who shall furnish proper
evidence of authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the corporation. The person in whose name shares stand on the books of the
corporation shall be deemed by the corporation to be the owner thereof for all
purposes.
6.3. TRANSFER AGENT AND REGISTRAR. The Board of Directors may from time
to time appoint one or more transfer agents and one or more registrars for the
shares of the corporation, with such powers and duties as the Board of Directors
shall determine by resolution. The signatures of the President or Vice President
and the Secretary or Assistant Secretary upon a certificate may be facsimiles if
the certificate is manually signed on behalf of such officers by a transfer
agent or a registrar other than the corporation itself.
6.4. OFFICER CEASING TO ACT. In case any officer who has signed or
whose facsimile signature has been placed upon a stock certificate shall have
ceased to be such officer before such certificate is issued, it may be issued by
the corporation with the same effect as if the signer were such officer at the
date of its issuance.
6.5. FRACTIONAL SHARES. The corporation shall not issue certificates
for fractional shares.
11
12
ARTICLE 7.
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1. CONTRACTS. The Board of Directors may authorize any officer or
officers and agent or agents to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to specific instances.
7.2. LOANS. No loans shall be contracted on behalf of the corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
7.3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money and notes or other evidences of indebtedness issued in the name
of the corporation shall be signed by such officer or officers and agent or
agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
ARTICLE 8.
SEAL
8.1. SEAL. The seal of the corporation shall be circular in form and
shall have inscribed thereon the name of the corporation and the state of
incorporation and the words "Corporate Seal."
8.2. SEVERABILITY. Any determination that any provision of these Bylaws
is for any reason inapplicable, invalid, illegal or otherwise ineffective shall
not affect or invalidate any other provision of these Bylaws.
8.3. EVIDENCE OF AUTHORITY. A certificate by the Secretary or an
Assistant Secretary as to any action taken by the shareholders, directors, any
committee or any officer or representative of the corporation shall as to all
persons who rely on the certificate in good faith be conclusive evidence of such
action.
ARTICLE 9.
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by the Board of Directors or by the shareholders at any regular or
special meeting.
12