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Exhibit 3.10
BYLAWS
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OF
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WARD LAKE DRILLING, INC.
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ARTICLE I
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Section 1. PLACE OF MEETING. Any and all meetings of the
Shareholders, and of the Board of Directors, may be held within
or without the State of Michigan.
Section 2. ANNUAL MEETING OF SHAREHOLDERS. After the year
1985, an annual meeting of the Shareholders shall be held in each
year within sixty (60) days of the close of the fiscal year in
the offices of the Corporation in Gaylord, Michigan, or at such
other place within or without the State of Michigan as designated
by the Board of Directors, one of the purposes of which shall be
the election of the Board of Directors.
Section 3. DELAYED ANNUAL MEETING. If, for any reason, the
annual meeting of the Shareholders shall not be held on the day
hereinbefore designated, such meeting may be called and held as a
delayed annual meeting or as a special meeting.
Section 4. SPECIAL MEETINGS OF SHAREHOLDERS. A special
meeting of the shareholders may be called at any time by the
President, or by a majority of the Board of Directors, or by
Shareholders entitled to vote not less than an aggregate of 50%
of the outstanding shares of the Corporation having the right to
vote at such special meeting. The method by which such meeting
may be called is as follows: Upon receipt of a specification in
writing, setting forth the date and objects of such proposed
special meeting, signed by the President, or by a majority of the
Board of Directors, or by Shareholders as above provided, the
Secretary of this Corporation shall prepare, sign and mail the
notices requisite to such meeting.
Section 5. NOTICE OF MEETING OF SHAREHOLDERS. At least ten
(10) days but not more than sixty (60) days prior to the date of
the holding of any meeting of Shareholders, written notice of the
time, place and purpose of such meeting shall be mailed, as
hereinafter provided or personally delivered to each Shareholder
entitled to vote at such meeting.
Section 6. SHAREHOLDER ACTION WITHOUT MEETING. Any action
required or permitted by the Michigan Business Corporations Act,
as amended, or these Bylaws to be taken at an annual or special
meeting of Shareholders may be taken without a meeting, without
prior notice and without a vote, 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
votes that would be necessary to authorize or take the action at
a meeting at which all shares entitled to vote thereon were
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present and voted. Prompt notice of the taking of the
Corporation action without a meeting by less than unanimous
written consent shall be given to Shareholders who have not
consented in writing.
Section 7. ORGANIZATIONAL MEETING OF BOARD. At the place
of holding the annual meeting of Shareholders, and immediately
following such meeting, the Board of Directors as constituted
upon final adjournment of such annual meeting, shall convene for
the purpose of electing officers and transacting any other
business properly brought before it; provided, that the
organization meeting in any year may be held at a different time
and place than that herein provided, by consent of a majority of
the Directors or such new Board.
Section 8. REGULAR MEETINGS OF BOARD. Regular meetings of
the Board of Directors shall be held at such times and places as
the Board of Directors shall from time to time determine. No
notice of regular meetings of the Board shall be required.
Section 9. SPECIAL MEETINGS OF BOARD. Special meetings of
the Board of Directors may be called by the President, or by any
other officer who is a member of the Board of Directors, at any
time by means of written or personal notice of the time and place
thereof to each Director.
Section 10. MAILING OF NOTICES. Every written notice shall
be deemed duly served when the same has been deposited in the
United States mail, with postage fully prepaid, plainly addressed
to the addressee at his, her or its last address appearing upon
the original or duplicate stock ledger of this Corporation at its
registered office in Michigan.
Section 11. WAIVER OF NOTICE. Any notices herein provided
for may be waived by telegram, radiogram, cablegram or other
writing, either before, at or after such meeting. Attendance at
a meeting in person or by proxy shall also constitute waiver of
notice unless the person so attending expressly objects to the
meeting at the commencement of the meeting as not being lawfully
called or convened.
ARTICLE II
QUORUM
Section 1. QUORUM OF SHAREHOLDERS. A majority of the
outstanding shares of this Corporation entitled to vote, present
by the record holders thereof in person or by proxy, shall
constitute a quorum at any meeting of the Shareholders.
Section 2. QUORUM OF DIRECTORS. A majority of the
Directors shall constitute a quorum.
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ARTICLE III
VOTING, ELECTIONS AND PROXIES
Section 1. WHO IS ENTITLED TO VOTE. Except as provided in
Section 2 hereof, each Shareholder, at every meeting of the
Shareholders, shall be entitled to one vote, in person or by
proxy, for each share of capital stock of this Corporation held
by such Shareholder.
Section 2. RECORD DATE FOR DETERMINATION OF SHAREHOLDERS.
Five o'clock p.m. local time ten (10) days preceding the date of
the meeting of Shareholders hereby is fixed as the record date
for the determination of the Shareholders entitled to vote at
such meeting; and in such case, only such Shareholders as shall
be Shareholders of record on the date so fixed shall be entitled
to notice of and to vote at such meeting.
Section 3. PROXIES. No proxy shall be deemed operative
unless and until signed by the Shareholder and filed with the
Corporation. In the absence of limitation to the contrary
contained in the proxy, the same shall extend to all meetings of
the Shareholders and shall remain in force three (3) years from
its date, and no longer.
Section 4. VOTE BY SHAREHOLDER CORPORATION. Any other
corporation owning voting shares in this Corporation may vote the
same by an officer or agent, or by proxy appointed by an official
or agent or by some other person, who by action of its Board or
pursuant to its Bylaws, shall be appointed to vote such shares.
Section 5. INSPECTORS OF ELECTION. Whenever any person
entitled to vote at a meeting of the Shareholders shall request
the appointment of inspectors, the presiding officer of the
meeting shall appoint not more than three (3) inspectors, who
need not be Shareholders. If the right of any person to vote at
such meeting shall be challenged, the inspectors shall determine
such right. The inspectors shall receive and count the votes
upon an election, and for the decision of any question, and shall
determine the result. The certificate of the inspectors on any
vote shall be prima facie evidence thereof.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. NUMBER AND TERM OF DIRECTORS. The business
property and affairs of this Corporation shall be managed by a
Board of Directors composed of four (4) persons who shall be
Shareholders. The Directors shall be elected for a term of three
(3) years and until their successors are elected and qualified.
The Directors may be re-elected to successive terms without
limit. The number of Directors shall be set annually at the
Shareholders meeting.
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Section 2. ACTION BY UNANIMOUS WRITTEN CONSENT. If and when the
Directors shall consent in writing to any action to be taken by the Corporation,
such action shall be as valid corporate action as though it had been authorized
at a meeting of the Board of Directors.
Section 3. POWER TO MAKE BYLAWS. The Board of Directors shall have
power to make and alter any Bylaw or Bylaws, including the fixing and altering
the number of Directors.
Section 4. POWER TO ELECT OFFICERS. The Board of Directors shall select
a President, a Secretary and a Treasurer and other officers and agents as the
Board may deem necessary for the transaction of the business of the Corporation.
Section 5. REMOVAL OF OFFICERS AND AGENTS. Any officer or agent may be
removed by the Board of Directors with or without cause.
Section 6. POWER TO FILL VACANCIES. A majority of the Board shall have
power to fill any vacancy in any office occurring for any reason whatsoever. Any
Director elected by the Board shall hold office until the next annual meeting of
the Shareholders.
Section 7. DELEGATION OF POWERS. For any reason deemed sufficient by
the Board of Directors, the Board may delegate all or any of the powers and
duties of any officer to any other officer or Director, but no officer or
Director shall execute, acknowledge, or verify any instrument in more than one
capacity where prohibited by applicable statute.
Section 8. POWER TO APPOINT EXECUTIVE COMMITTEE. The Board of Directors
shall have the power to appoint by resolution an executive committee composed of
one or more Directors who, to the extent provided by such resolution, shall have
and exercise the authority of the Board of Directors in the management of the
business of the Corporation between the meetings of the Board.
Section 9. COMPENSATION. The compensation of Directors, officers and
agents may be fixed by the Board of Directors or may be delegated by the Board.
ARTICLE V
OFFICERS
Section 1. PRESIDENT. The President shall be the chief executive
officer of the Corporation. He shall have general and active management of the
business of the Corporation and shall see that all orders and resolutions of the
Board are carried into effect.
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Section 2. VICE PRESIDENTS. One or more Vice Presidents may be elected
by the Board. The Vice Presidents, in the order of their seniority, shall
perform the duties and exercise the powers of the President during the absence
or disability of the President.
Section 3. SECRETARY. The Secretary shall attend all meetings of the
Shareholders, the Board of Directors and the Executive Committee, and shall
preserve in the books of the Company true minutes of the proceedings of all such
meetings. He shall keep in his custody the seal of the Corporation and shall
have authority to affix the same to all instruments where its use is required.
He shall give all notices required by statute, by-law or resolution. He shall
perform such other duties as may be delegated to him by the Board of Directors
or by the Executive Committee.
Section 4. TREASURER. The Treasurer shall have custody of all Corporate
funds and securities and shall keep in books belonging to the Corporation full
and accurate accounts of all receipts and disbursements. He shall deposit all
moneys, securities and other valuable effects in the name of the Corporation in
such depositories as may be designated for that purpose by the Board of
Directors. He shall disburse the funds of the Corporation as ordered by the
Board, taking proper vouchers for such disbursements, and shall render to the
President and Directors at the regular meetings of the Board, and whenever
requested by them, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.
Section 5. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant
Secretary, in the absence or disability of, or upon order by, the Secretary,
shall perform the duties and exercise the powers of the Secretary. The Assistant
Treasurer, in the absence or disability of, or upon order by the Treasurer,
shall perform the duties and exercise the powers of the Treasurer.
Section 6. COMBINED OFFICES. The Board of Directors may combine any of
the above-described offices.
ARTICLE VI
STOCKS AND TRANSFERS
Section 1. CERTIFICATE OF SHARES. Every Shareholder shall be entitled
to a certificate for his shares signed by the President, or by the Vice
President, and the Secretary, or the Treasurer, or the Assistant Secretary or
the Assistant Treasurer, under the seal of the Corporation, certifying the
number and class of shares represented by such certificates, which certificates
shall state the terms and provisions of all classes of shares and, if such
shares are not fully paid, the amount paid; provided, that where such
certificate is signed by a transfer clerk acting on behalf of such Corporation,
or by
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registrar, the signature of any such President, Vice President, Secretary,
Assistant Secretary, Treasurer or Assistant Treasurer, and the seal of the
Corporation, may be a facsimile.
Section 2. TRANSFERABLE ONLY ON BOOKS OF CORPORATION. Shares shall be
transferable only on the books of the Corporation by the person named in the
certificate, or by attorney lawfully constituted in writing, or by the Secretary
of the Corporation, and upon surrender of the certificate thereof. A record
shall be made of every such transfer and issue. Whenever any transfer is made
for collateral security and not absolutely the fact shall be so expressed in the
entry of such transfer.
Section 3. STOCK RESTRICTIONS. Stockholders shall not encumber or
dispose of the shares in the Corporation now owned or hereafter acquired by them
except under the following terms:
(a) The party desiring to dispose of his shares must first obtain the
written consent of the other parties except entities under a shareholder's
control, shareholder grantor trust, or the majority of a shareholder's family
members.
(b) In the absence of such written consent, the party desiring to
dispose of his shares must give 30-days' written notice by registered mail of
his intention to make such disposition. The remaining partners shall thereupon
have the option, pro rata, within such 30 days to purchase all of such shares.
The election to exercise the option shall be made in writing and mailed by
registered mail to the party desiring to dispose of his shares. The purchase
price shall be the book value of the shares as at the date of the first notice,
as determined by the certified public accountant then in charge of the books of
the Corporation. His determination as to book value shall be made according to
accepted accounting practices and shall be binding upon the parties. The
purchase price shall be payable as follows: one-half (1/2) in cash upon transfer
of the shares, and one-half (1/2) by a promissory note payable one (1) year
thereafter bearing interest at ten percent (10%) annually. In the event all the
shares so offered are not purchased by the other parties, all the restrictions
imposed by this paragraph shall forthwith terminate for a period of six (6)
months, during which period the owner may dispose of his shares. To the extent
that the shares are not disposed of during the six-month period, all of the
restrictions imposed by this paragraph shall again be applicable.
Section 4. REGISTERED SHAREHOLDERS. The Corporation shall have the
right to treat the registered holder of any share as the absolute owner thereof,
and shall not be bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not the Corporation
shall have express or other notice thereof, except as may be otherwise expressly
provided by the statutes of Michigan.
Section 5. TRANSFER AGENT AND REGISTRAR. The Board of Directors may
appoint a transfer agent and registrar of
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transfers, and may require all certificates of shares to bear the signature of
such transfer agent and of such registrar of transfers, or as the Board may
otherwise direct.
Section 6. REGULATIONS. The Board of Directors shall have the power and
authority to make all such rules and regulations as the Board may deem expedient
regulating the issue, transfer, and registration of certificates for shares of
this Corporation.
ARTICLE VII
DIVIDENDS AND RESERVES
Section 1. SOURCE OF DIVIDENDS. The Board of Directors shall have the
power and authority to declare dividends from the surplus of the Corporation. A
dividend paid or any other distributions made, in any part, from sources other
than earned surplus, shall be accompanied by a written notice (a)disclosing the
amounts by which the dividend or (b)if such amounts are not determinable at the
time of notice, disclosing the amounts by which the dividend or distribution
affects stated capital, capital surplus and earned surplus, or (c)if such
amounts are not determinable at the time of notice, disclosing the approximate
effect of the dividend or distribution upon stated capital, capital surplus and
earned surplus and stating that the amounts are not yet determinable.
In determining earned surplus, the judgment of the Board of Directors
shall be conclusive, in the absence of bad faith or gross negligence.
Section 2. MANNER OF PAYMENT OF DIVIDEND. Dividends may be paid by the
Corporation in cash, in its own shares, in its own bonds, or in its own
property, including the shares or bonds of other corporations, or its own
property, including the shares or bonds of other corporations, or its
outstanding shares, except when currently the Corporation is insolvent or would
thereby be made insolvent. A share dividend paid or other distribution of shares
of the Corporation shall be accompanied by a written notice (1)disclosing the
amounts by which the distribution affects stated capital, capital surplus and
earned surplus, or (b)if such amounts are not determinable, at the time of the
notice, disclosing the approximate effect of the distribution upon stated
capital, capital surplus and earned surplus and stating that the amounts are not
yet determinable.
ARTICLE VIII
RIGHT OF INSPECTION
Section 1. BALANCE SHEET. Upon written request of a Shareholder, the
Corporation shall mail to the Shareholder its balance sheet as at the end of the
preceding fiscal year; its statement of income for such fiscal year; and, if
prepared by the
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Corporation, its statement of source and application of funds for such fiscal
year.
Section 2. EXAMINATION OF MINUTES AND RECORDS OF SHAREHOLDERS. Upon ten
(10) days written demand, a Shareholder of the Corporation may examine for any
proper purpose in person or by agent or attorney during usual business hours,
the Corporation's minutes of Shareholders' meetings and records of Shareholders
and make abstracts therefrom.
ARTICLE IX
EXECUTION OF INSTRUMENTS
Section 1. CHECKS, CONTRACTS, CONVEYANCES, ETC. The Board of Directors
shall have power to designate the officers and agents who shall have authority
to execute any instrument on behalf of this Corporation.
ARTICLE X
AMENDMENT OF BYLAWS
Section 1. AMENDMENTS, HOW AFFECTED. These Bylaws may be amended by the
affirmative vote of a majority of the shares entitled to vote at any regular or
special meeting of the Shareholders or by the affirmative vote of a majority of
the Board of Directors.
ARTICLE XI
SPECIAL PROVISIONS
Section 1. INDEMNIFICATION OF OFFICERS AND DIRECTORS. To induce any
person elected or appointed as an officer, director, or employee of the
Corporation to assume such position, the Corporation agrees and hereby makes a
continuing offer to indemnify any such person from any liability or expense
actually incurred by such person in any way arising out of such position to the
fullest extent allowed by applicable law.
Section 2. ELECTION UNDER IRC SECTION 1244. The Corporation is
organized under a plan to issue not more than 50,000 shares of par value stock
for not in excess of $50,000 within a period of 620 days from the date of the
adoption of these Bylaws establishing such plan which stock shall be issued only
for cash or other property (other than stock or securities).
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