EXHIBIT 3.2
BYLAWS OF ENSERCH EXPLORATION, INC.,
A CORPORATION INCORPORATED UNDER
THE LAWS OF THE STATE OF TEXAS
PURPOSE AND SCOPE OF BYLAWS
These Bylaws shall constitute the private laws of ENSERCH
EXPLORATION, INC., a corporation duly incorporated under the laws of the
State of Texas (herein called the "Company"), for the administration and
regulation of the affairs of the Company.
In the event any provision of these Bylaws is or may be in conflict
with any applicable law of the United States or the State of Texas, or of
any order, rule, regulation, decree or judgment of any governmental body
or power or court having jurisdiction over the Company, or over the
subject matter to which such provision of these Bylaws applies or may
apply, such provision of these Bylaws shall be inoperative to the extent
only that the operation thereof unavoidably conflicts with such law or
order, rule, regulation, decree or judgment, and shall in all other
respects be in full force and effect.
ARTICLE I
Offices
Section 1. The registered office of the Company shall be at 4849
Greenville Avenue, in the City of Dallas, County of Dallas, State of
Texas, and the registered agent of the Company at such address shall be
C. Clint Adams or such other person as the Board of Directors may from
time to time designate.
Section 2. The Company may also have offices at such other places
both within and without the State of Texas as the Board of Directors may
from time to time determine or the business of the Company may require.
ARTICLE II
Meetings of Shareholders
Section 1. All meetings of the shareholders shall be held at the
registered office of the Company or at such other place either within or
without the State of Texas as shall be designated from time to time by the
Board of Directors.
Section 2. The annual meeting of shareholders shall be held on May
12, 1998, and thereafter on the second Tuesday of May in each year, at
10:00 A.M., for the election of a Board of Directors and the transaction
of such other business as may properly be brought before the meeting.
Section 3. Special meetings of the shareholders may only be called
by the Chairman of the Board or the President, at the request in writing
or by vote of not less than a majority of the Continuing Directors (as
defined in Article Ten of the Restated Articles of Incorporation of the
Company) of the Board of Directors, or the holders of not less than 50%
of all the outstanding shares entitled to vote at the meetings, and not
by any other persons. Business transacted at all special meetings shall
be confined to the subjects stated in the notice of meeting.
Section 4. 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 (10)
nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the Chairman, the
Corporate Secretary, or the officer or person calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail addressed to the shareholder at his address as it appears on the
stock transfer books of the Company, with postage thereon prepaid.
Section 5. The officer or agent having charge of the stock transfer
books for shares of the Company shall make, at least ten (10) days before
each meeting of shareholders, a complete list of the shareholders entitled
to vote at such meeting or any adjournment thereof, arranged in
alphabetical order, with the address of and the number of shares held by
each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the Company and shall
be subject to inspection by any shareholder at any time during usual
business hours. Such list shall also be produced and kept open at the time
and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original stock
transfer books shall be prima-facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote
at any meeting of shareholders.
Section 6. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented
by written proxy, shall constitute a quorum at all meetings of the
shareholders for the transaction of business. If, however, such quorum
shall not be present or represented at any 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, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which
a quorum shall be present or represented any business may be transacted
which might have been transacted at the meeting as originally notified.
Section 7. Each outstanding share, of any class, shall be entitled
to as many votes per share as the Articles of Incorporation shall provide,
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 Articles of Incorporation or these Bylaws.
The vote for the election of Directors and, upon demand by any
shareholder, the vote upon any question before the meeting shall be by
ballot. Cumulative voting is expressly prohibited.
Section 8. At any meeting of the holders, every shareholder having
the right to vote shall be entitled to vote in person or by proxy executed
in writing by such shareholder or by his duly authorized attorney-in-fact.
No proxy shall be valid after eleven (11) months from the date of its
execution unless otherwise provided in the proxy. All proxies shall be
revocable unless expressly provided therein to be irrevocable and are
coupled with an interest and shall be filed with the Corporate Secretary
of the Company prior to or at the time of the meeting at which they are
to be voted.
Section 9. When a quorum is present at any meeting, matters brought
before the meeting shall be determined by the shareholders in the
following manner: (a) with respect to any matter, other than the election
of Directors or a matter for which the affirmative vote of a specified
portion of the shares entitled to vote is required by the statutes or the
Articles of Incorporation, the act of the shareholders shall be the
affirmative vote of the holders of a majority of the shares entitled to
vote on, and voted for or against, that matter at a meeting of
shareholders at which a quorum is present and (b) with respect to the
election of Directors, the act of the shareholders electing the Directors
shall be a majority of all outstanding shares entitled to vote in the
election of Directors, unless in each case the question is one upon which,
by express provision of the statutes or of the Articles 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.
Section 10. The Chairman shall preside at all meetings of the
shareholders. In his absence, the President or an officer of the Company
designated by the Board of Directors shall preside and perform the duties
of the Chairman at such meeting. He shall appoint two inspectors of voting
to serve at each such meeting. Before acting at any meeting, the
inspectors shall be sworn faithfully to execute their duties with strict
impartiality and according to the best of their ability. The inspectors
shall determine the number of shares outstanding, the voting power of
each, the shares represented at the meeting, the existence of a quorum,
the qualification of the voters, the authenticity, validity and effect of
proxies, receive votes and ballots, hear and determine all challenges and
questions in any way arising in connection with the vote, count and
tabulate all votes and determine and announce the result of the voting.
Section 11. At an annual meeting of the shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting. To be properly brought before an annual meeting, business must
be specified in the notice of meeting (or any supplement thereto) given
by or at the direction of the Board, otherwise properly brought before the
meeting by or at the direction of the Board, or otherwise properly brought
before the meeting by a shareholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting
by a shareholder, the shareholder must have given timely notice thereof
in writing to the Corporate Secretary. To be timely, a shareholder's
notice must be delivered to or mailed and received at the principal
executive offices of the Company, not less than fifty (50) days nor more
than seventy-five (75) days prior to the meeting; provided, however, that
in the event that less than sixty-five (65) days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders,
notice by the shareholder to be timely must be so received not later than
the close of business on the 15th day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure was made. A shareholder's notice to the Corporate Secretary
shall set forth as to each matter the shareholder proposes to bring before
the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (ii) the name and record address of the
shareholder proposing such business, (iii) the class and number of shares
of the Company which are beneficially owned by the shareholder, and (iv)
any material interest of the shareholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at the annual meeting except in accordance
with the procedures set forth in this Section 11; provided, however, that
nothing in this Section 11 shall be deemed to preclude discussion by any
shareholder of any business properly brought before the annual meeting in
accordance with said procedure.
The chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this
Section 11, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting
shall not be transacted.
Section 12. Only persons who are nominated in accordance with the
following procedures shall be eligible for election as Directors.
Nominations of persons for election to the Board of Directors of the
Company may be made at a meeting of shareholders by or at the direction
of the Board of Directors by any nominating committee or person appointed
by the Board or by any shareholder of the Company entitled to vote for the
election of Directors at the meeting who complies with the notice
procedures set forth in this Section 12. Such nominations, other than
those made by or at the direction of the Board, shall be made pursuant to
timely notice in writing to the Corporate Secretary. To be timely, a
shareholder's notice shall be delivered to or mailed and received at the
principal executive offices of the Company not less than fifty (50) days
nor more than seventy-five (75) days prior to the meeting; provided,
however, that in the event that less than sixty-five (65) days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the 15th day following the date
on which such notice of the date of the meeting was mailed or such public
disclosure was made. Such shareholder's notice to the Corporate Secretary
shall set forth (a) as to each person whom the shareholder proposes to
nominate for election or re-election as a Director, (i) the name, age,
business address and residence address of the person, (ii) the principal
occupation or employment of the person, (iii) the class and number of
shares of capital stock of the Company which are beneficially owned by the
person, and (iv) any other information relating to the person that is
required to be disclosed in solicitations for proxies for election of
Directors pursuant to Regulation 14A under the Securities Exchange Act of
1934 as amended; and (b) as to the shareholder giving the notice (i) the
name and record address of shareholder and (ii) the class and number of
shares of capital stock of the Company which are beneficially owned by the
shareholder. The Company may require any proposed nominee to furnish such
other information as may reasonably be required by the Company to
determine the eligibility of such proposed nominee to serve as Director
of the Company. No person shall be eligible for election as a Director of
the Company unless nominated in accordance with the procedures set forth
herein.
The chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance
with the foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be disregarded.
ARTICLE III
Directors
Section 1. The powers of the Company shall be exercised under the
authority of, and the business and affairs of the Company shall be managed
under the direction of, its Board of Directors who may do all such lawful
acts and things as are not by statute or by the Articles of Incorporation
or by these Bylaws directed or required to be exercised or done by the
shareholders.
Section 2. The number of Directors constituting the Board of
Directors of the Company shall be fixed from time to time by the Board of
Directors by the affirmative vote of not less than a majority of the
Continuing Directors (as defined in Article Ten of the Restated Articles
of Incorporation of the Company), but shall not be less than three (3),
subject to such rights to elect additional Directors under such specified
circumstances as may be granted to holders of Preferred Stock. Directors
need not be shareholders or residents of the State of Texas. A person
shall be ineligible to be a Director of the Company after the date of the
annual meeting of shareholders of the Company in the year in which such
person's seventieth birthday occurs. Unless he shall resign or become
ineligible, each Director shall hold office until his successor shall be
elected and shall qualify.
Section 3. Any Director may resign at any time either by oral tender
of resignation at any meeting of the Board of Directors or by giving
written notice thereof to the Corporate Secretary. Resignations shall take
effect when tendered or at the time specified in the tender and, unless
otherwise specified, the acceptance of a resignation shall not be
necessary to make it effective.
Section 4. Any Director may be removed, either with or without
cause, at any special meeting of the shareholders by the affirmative vote
of the holders of record of not less than 66 of the shares then entitled
to vote at an election of Directors, if notice of the intention to act
upon such matter shall have been given in the notice calling for such
meeting. Any vacancy occurring in the Board of Directors may be filled
by the affirmative vote of a majority of the remaining Directors even
though such remaining Directors shall be 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. Any directorship to be
filled by reason of an increase in the number of Directors as provided in
Section 2 hereof shall be filled solely by the affirmative vote of not
less than a majority of the Continuing Directors for a term of office
continuing until the next annual meeting of shareholders; provided that
the Board of Directors may not fill more than two such directorships
between any two successive annual meetings of shareholders.
Section 5. The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may designate from among its
members one or more committees, each of which shall be comprised of one
or more of its members, and may designate one or more of its members as
alternate members of any committee, who may, subject to any limitations
imposed by the Board of Directors, replace absent or disqualified members
at any meeting of that committee. Any such committee, to the extent
provided in such resolutions or in the Articles of Incorporation or the
Bylaws, shall have and may exercise all of the authority of the Board of
Directors, provided that no committee of the Board of Directors shall have
the authority of the Board of Directors in reference to: (1) amending the
Articles of Incorporation, except that a committee may, to the extent
provided in the resolution designating that committee or in the Articles
of Incorporation or the Bylaws, exercise the authority of the Board of
Directors vested in it in accordance with Article 2.13 of the Texas
Business Corporation Act ("Act"); (2) proposing a reduction of the stated
capital of the Company in the manner permitted by Article 4.12 of the Act;
(3) approving a plan of merger or share exchange of the Company; (4)
recommending to the shareholders the sale, lease, or exchange of all or
substantially all of the property and assets of the Company otherwise than
in the usual and regular course of its business; (5) recommending to the
shareholders a voluntary dissolution of the Company or a revocation
thereof, (6) amending, altering, or repealing the Bylaws of the Company
or adopting new Bylaws of the Company; (7) filling vacancies in the Board
of Directors; (8) filling vacancies in or designating alternate members
of any such committee; (9) filling any directorship to be filled by reason
of an increase in the number of Directors; (10) electing or removing
officers of the Company or members or alternate members of any such
committee; (11) fixing the compensation of any member o alternate members
of such committee; or (12) altering or repealing any resolution of the
Board of Directors that by its terms provides that it shall not be so
amendable or repealable; and, unless such resolution designating a
particular committee, the Articles of Incorporation, or the Bylaws
expressly so provide, no committee of the Board of Directors shall have
the authority to authorize a distribution or to authorize the issuance of
shares of the Company.
MEETINGS OF THE BOARD OF DIRECTORS
Section 6. The Directors of the Company may hold their meetings, both
regular and special, either within or without the State of Texas.
Section 7. The first meeting of each newly elected Board of Directors
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.
Section 8. Regular meetings of the Board of Directors may be held
with or without notice at such time and place as shall from time to time
be determined by the Board of Directors.
Section 9. Special meetings of the Board of Directors may be called
on twenty-four (24) hours' notice to each Director, or such shorter period
of time as the person calling the meeting deems appropriate in the
circumstances, either personally, or by mail, or by telegram; special
meetings shall be called by the Chairman or, in the event of the inability
of the Chairman to act, the President or the Corporate Secretary in like
manner and on like notice on the written request of two Directors. Neither
the business to be transacted at, nor the purpose of, any special meeting
need be specified in a notice or waiver of notice.
Section 10. At all meetings of the Board of Directors, the presence
of a majority of the number of Directors constituting the Board of
Directors shall constitute a quorum for the transaction of business and
the act of a majority of the Directors present at any meeting at which
there is a quorum shall be the act of the Board of Directors. Any action
required or permitted to 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, is signed by all members of the Board of Directors. If
a quorum shall not be present at any meeting of the 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.
Section 11. The Board of Directors shall have authority to establish,
from time to time, the amount of compensation which shall be paid to its
members for their services as Directors.
ARTICLE IV
Notices
Section 1. Whenever under the provisions of the statutes or of the
Articles of Incorporation or of these Bylaws, notice is required to be
given to any Director or shareholder, and no provision is made as to how
such notice shall be given, it shall not be construed to mean notice, but
any such notice may be given in writing, by mail, postage prepaid,
addressed to such Director or shareholder at such address as appears on
the books of the Company. Any notice required or permitted to be given by
mail shall be deemed to be given at the time when the same shall be thus
deposited in the United States mails as aforesaid.
Section 2. Whenever any notice is required to be given to any
shareholder or Director of the Company under the provisions of the
statutes or of the Articles of Incorporation, or of these Bylaws, a waiver
thereof in 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 when
a Director attends a meeting for the express purpose, in writing filed at
the meeting, of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called or held.
ARTICLE V
Officers
Section 1. The officers of the Company shall be a Chairman, a
President, one or more Executive Vice Presidents, Senior Vice Presidents
or Vice Presidents, a General Counsel, a Controller, a Corporate Secretary
and a Treasurer, all of whom shall be elected by the Board of Directors.
Any two or more offices may be held by the same person. Each such officer
shall have such authority and perform such duties in the management of the
Company as may be determined by resolution of the Board of Directors.
Section 2. The Board of Directors may elect or appoint such other
officers and agents as it shall deem necessary, who shall hold their
offices for such term and who shall have such authority and perform such
duties as may be prescribed by the Board of Directors or the Chairman. The
power to appoint such other officers and agents may be delegated by the
Board of Directors to the Chairman to the extent the Board may delineate
by resolution.
Section 3. Each officer of the Company shall hold office until his
successor is chosen and qualified in his stead or until his death or until
his resignation, retirement or removal from office. 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 Company
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 shall not of itself create contract rights.
Section 4. The Chairman shall be the chief executive officer of the
Company. He shall, subject to the direction and control of the Board of
Directors, be their representative and medium of communication. He shall
see that all orders, resolutions and policies adopted by the Board of
Directors are carried into effect. He shall preside at all meetings of
shareholders and at all meetings of the Board of Directors. He shall be
in complete charge with attendant responsibility and accountability of the
entire Company and its affairs.
Section 5. The President shall be the chief operating officer of the
Company. He shall, subject to the direction of the Chairman, have
responsibility for such operations and functions assigned to him; and in
the absence of the Chairman, shall preside at all meetings of the
shareholders and at all meetings of the Board of Directors.
Section 6. Each Executive Vice President shall have such powers and
responsibilities, and shall perform such duties, as delineated by the
Board or by the Chairman. They shall be directly responsible to such
officer as the Chairman may from time to time prescribe.
Section 7. The Senior Vice President, Chief Financial Officer, shall
have such powers and responsibilities and shall perform such duties, as
delineated by the Board of Directors or by the Chairman. He shall be
responsible to the Chairman in said performance.
Section 8. Other Senior Vice Presidents shall have such powers and
responsibilities, and shall perform such duties, as delineated by the
Board or by the Chairman. They shall be directly responsible to such
officer as the Chairman may from time to time prescribe.
Section 9. The General Counsel shall have general control over all
matters of a legal nature concerning the Company and shall perform such
duties as delineated by the Board or by the Chairman. He shall be directly
responsible to the Chairman in said performance.
Section 10. Each Vice President shall have such powers and
responsibilities, and shall perform such duties, as may be delineated by
the Board or the Chairman. They shall be directly responsible to such
officer as the Chairman may from time to time prescribe.
Section 11. The Controller shall be in general control of the
accounts of the Company, shall be responsible for the making of adequate
audits, shall prepare and interpret required accounting, financial and
statistical statements, and shall be directly responsible to such officer
and perform such other duties as the Board or Chairman may from time to
time prescribe.
Section 12. The Corporate Secretary shall attend all meetings of the
Board of Directors and shareholders and act as secretary thereof and shall
record all votes and the minutes of all proceedings of the Board of
Directors and shareholders in a book for that purpose maintained and kept
in his custody. He shall keep in his custody the seal of the Company and
shall in general perform all the duties incident to the office of
Secretary of a Company. He shall act as Transfer Agent of the Company
and/or Registrar of its capital stock and other securities; provided that
the Board of Directors may by resolution appoint one or more other persons
or corporations as Transfer Agents and/or Registrars or as Co-Transfer
Agents and/or Co-Registrars. He shall be directly responsible to such
officer and shall perform such other duties as the Board or Chairman may
from time to time prescribe.
Section 13. The Treasurer shall have custody of all the funds and
securities of the Company and shall keep full and accurate accounts of
receipts and disbursements. He may endorse checks, notes and other
obligations on behalf of the Company for collection and shall deposit the
same, together with all monies and other valuable effects, to the credit
of the Company in banks or depositories as the Board of Directors may
designate by resolution or as may be established in accordance with
Article VIII of these Bylaws. He shall be directly responsible to such
officer as the Chairman may from time to time designate and shall perform
all duties incident to the office of Treasurer of a Company or as the
Board or Chairman shall designate.
Section 14. The Board of Directors may appoint one or more Assistant
Corporate Secretaries, Assistant Treasurers and Assistant Controllers and
such other appointive officers as may be appropriate and required. They
shall be directly responsible to such officer and shall perform such
duties as the Board or Chairman may from time to time designate.
ARTICLE VI
Certificates Representing Shares
Section 1. The shares of stock of the Company shall be deemed
personal estate, and shall be transferable only on the books of the
Company in such manner as these Bylaws prescribe.
Section 2. Every shareholder in the Company shall be entitled to
have a certificate or certificates representing the number of shares owned
by him. The certificates of shares of stock of the Company shall be
numbered and shall be entered in the books of the Company as they are
issued. They shall exhibit the holder's name and number of shares, and
shall be signed by the Chairman, the President or a Vice President, and
the Treasurer or an Assistant Treasurer and bear the corporate seal; but
the signatures of such officers and the seal of the Company upon such
certificates may be facsimiles, engraved or printed where such certificate
is signed by a duly authorized Transfer Agent or Co-Transfer Agent and a
Registrar or Co-Registrar.
Section 3. The Board of Directors may make such rules and
regulations as it may deem expedient concerning the issue, transfer,
conversion, and registration of certificates for shares of the capital
stock of the Company.
Section 4. The Board of Directors may direct a new certificate
representing shares to be issued in place of any certificate theretofore
issued by the Company 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 require the owner of such lost or destroyed
certificate, or his legal representative, to advertise the same in such
manner as it shall require and/or give the Company a bond in such form,
in such sum, and with such surety or sureties as it may direct as
indemnity against any claim that may be made against the Company and its
Transfer Agents and Registrars and its Co-Transfer Agents and
Co-Registrars with respect to the certificate alleged to have been lost or
destroyed.
Section 5. Transfers of shares of stock shall be made on the books
of the Company only by the person named in the certificate or by attorney,
lawfully constituted in writing, and upon surrender of the certificate
therefor.
Section 6. The Board of Directors may close the stock transfer books
of the Company for a period not to exceed sixty (60) days for the purpose
of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any distribution and share dividend, or in order to make a
determination of shareholders for any purpose, provided that if such books
shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a shareholders' meeting, such books shall be
closed for at least ten (10) days immediately preceding such meeting. In
lieu of so closing the stock transfer books, the Board of Directors may
fix a date in advance, not exceeding sixty (60) days preceding the date
of any meeting of shareholders, or the date for the payment of any
distribution and share dividend or the date for the allotment of rights,
or the date when any change or conversion or exchange of capital stock
shall go into effect, as a record date for the respective determination
of the shareholders entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of any such distribution and share
dividend, or to any such allotment of rights, or to exercise rights in
respect of any such change, conversion or exchange of capital stock and
in such case such shareholders and only such shareholders as shall be
shareholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting, or to receive payment of such
distribution and share dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares of stock on the books of the Company after any such
record date fixed as aforesaid. In the absence of any designation with
respect thereto by the Board of Directors, the date upon which the notice
of a meeting is mailed or resolutions declaring a distribution and share
dividend are adopted shall be the record date for such determination in
regard to meetings of shareholders or declarations of distributions and
share dividends.
Section 7. The Company shall be entitled to treat the holder of
record of any share or 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 on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly
provided by the laws of Texas.
Section 8. Bonds, debentures and other evidence of indebtedness of
the Company shall be signed by the Chairman, the President or any Vice
President and the Treasurer or an Assistant Treasurer and shall bear the
corporate seal and when so executed shall be binding upon the Company, but
not otherwise. The seal of the Company thereon may be facsimile, engraved
or printed, and where any such bond, debenture or other evidence of
indebtedness is authenticated with the manual signature of an authorized
officer of the Company or trustee appointed or named by an indenture of
trust or other agreement under which such security is issued, the
signature of any of the Company's officers authorized to execute such
security may be facsimile.
Section 9. In case any officer who signed, or whose facsimile
signature has been placed on any certificate representing shares of stock,
bond, debenture or evidence of indebtedness of this Company shall cease
to be an officer of the Company for any reason before the same has been
issued or delivered by the Company, such certificate, bond, debenture or
evidence of indebtedness may nevertheless be issued and delivered as
though the person who signed it or whose facsimile signature had been
placed thereon had not ceased to be such officer.
ARTICLE VII
Deeds and Other Instruments of Conveyance
Section 1. Deeds and other instruments of the Company conveying land
or any interest in land shall be signed by the Chairman, the President or
a Vice President or attorney-in-fact of the Company when authorized by
appropriate resolution of the Board of Directors or shareholders, and when
required by law, shall be attested by the Corporate Secretary or an
Assistant Corporate Secretary and shall bear the corporate seal, and when
so executed shall be binding upon the Company, but not otherwise.
ARTICLE VIII
Checks, Drafts and Bills of Exchange
Section 1. The Chairman or the President of the Company may
from time to time establish General Bank Accounts, Depository Bank
Accounts, and such Special Bank Accounts as in the judgment of either of
them may be needed in carrying on and dispatching the business of the
Company. All checks, drafts and bills of exchange issued in the name of
the Company and calling for the payment of money out of said General
Accounts, Depository Accounts, or Special Accounts of the Company shall
be signed by the Controller or Assistant Controller, or such agents and
employees as the Chairman or the President may from time to time designate
and authorize to sign for the Controller, and countersigned by the
Treasurer or any Assistant Treasurer, or such agents and employees as the
Chairman or the President may from time to time designate and authorize
to sign for the Treasurer; and when so designated by the Chairman or the
President, the signature of the Treasurer or an Assistant Treasurer may
be affixed by the use of a check-signing machine; provided that for the
purpose of transferring funds from any bank or depository at which the
Company has funds on deposit to any other bank or depository of the
Company for credit to the Company's account, a form of check having
plainly printed upon its face "DEPOSITORY TRANSFER CHECK," and being by
its wording payable to a bank or depository for credit to the account of
the Company, is hereby authorized, and such checks shall require no
signature other than the name of the Company printed at the lower right
corner; and further provided that checks, drafts and bills of exchange
issued in the name of the Company in the amount of $25,000.00 or less need
bear only one signature and that being the signature of the Treasurer or
an Assistant Treasurer, affixed either manually or by the use of a
check-signing machine, or the manual signature of such agents and employees as
the Chairman or the President may from time to time designate and
authorize to sign for the Treasurer; and provided further that checks and
drafts issued in the name of the Company and calling for the payment of
production revenue or royalties need bear only one signature and that
being the signature of the Treasurer or an Assistant Treasurer, affixed
either manually or by the use of a check-signing machine, or the manual
signature of such agents and employees as the Chairman or the President
may from time to time designate and authorize to sign for the Treasurer;
and provided further that checks and drafts issued in the name of the
Company and calling for payment of money out of Special Bank Accounts
established for the payment of dividends need bear only one signature and
that being the signature of the Treasurer or an Assistant Treasurer,
affixed either manually or by the use of a check-signing machine, or the
manual signature of such agents and employees as the Chairman or the
President may from time to time designate and authorize to sign for the
Treasurer; and further provided that no person authorized to sign checks
or drafts may sign a check or draft payable to himself. When in such
applicable manner, but not otherwise, every check, draft or bill of
exchange issued in the name of the Company and calling for the payment of
money out of the General Bank Accounts, Depository Bank Accounts, and
Special Bank Accounts of the Company shall be valid and enforceable
according to its wording, tenor and effect, but not otherwise. Provided,
however, that for the purpose of transferring funds between accounts of
the Company, from accounts of the Company to accounts of subsidiaries and
affiliates, from accounts of the Company for the purpose of investment of
corporate funds, and from accounts of the Company for the payment of
dividends, the Treasurer or an Assistant Treasurer, or such agents and
employees as the Chairman or the President may from time to time designate
and authorize, may make such transfer of funds by bank wire transfers
through oral or written instructions; and for the purpose of transferring
funds from accounts of the Company to accounts of other third parties, the
Company may make such transfers by electronic funds transfer, irrespective
of amount, when authorized by oral, computer-generated or written
instructions which are given by any two of the Treasurer, an Assistant
Treasurer, the Controller, an Assistant Controller, or such other agents
or employees as the Chairman and President may from time to time authorize
to act for the Treasurer or Controller.
Section 2. The Treasurer of the Company may establish special bank
accounts designated as Agent's Account in such bank or banks as in his
judgment may be needed in carrying on and dispatching the business of the
Company, provided that the Treasurer in establishing and maintaining such
accounts shall keep only such funds therein and in such amount as may be
required for the local needs of such accounts and provided that checks or
drafts issued against or drawn on such accounts shall be valid and binding
on the Company according to their wording, tenor and effect when signed
by either the Treasurer of the Company or by such agent or employee of the
Company as may be designated by the Treasurer in writing to such bank or
when signed in such manner and by such agent or employee of the Company
as may be designated by the Chairman or the President of the Company; and
further provided that checks and drafts issued in the name of the Company
against funds in such Agent's Account in the amount of $1,000.00 or more
must be countersigned by two persons authorized to sign such checks or
drafts.
ARTICLE IX
Fiscal Year
Section 1. The fiscal year shall begin on the first day of January
in each year.
ARTICLE X
Distributions and Share Dividends
Section 1. Distributions and share dividends upon the outstanding
shares of the Company, subject to the provisions of the Articles of
Incorporation, if any, may be declared by the Board of Directors at any
regular or special meeting. Distributions may be paid in cash or property,
and share dividends may be paid in shares of the authorized but unissued
shares or in treasury shares, of the Company subject to the provisions of
the Articles of Incorporation.
ARTICLE XI
Reserves
Section 1. There may be created by resolution of the Board of
Directors out of the earned surplus of the Company such reserve or
reserves 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 Company, or for such other purpose
as the Directors shall think beneficial to the Company, and the Directors
may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE XII
Seal
Section 1. The Company's seal shall have inscribed thereon the name
of the Company and the words "Corporate Seal, Texas." Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.
ARTICLE XIII
Indemnification
Section 1. The Company shall indemnify, and advance or reimburse
reasonable expenses incurred by, any person who (1) is or was a director
or officer of the Company or (2) while a director or officer of the
Company, its divisions or subsidiaries, is or was serving at the request
of the Company, pursuant to a resolution adopted by the Board of
Directors, as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise, to the fullest extent that a
Company may or is required to grant indemnification to, or advance or
reimburse reasonable expenses incurred by, a director under the Act. The
Company, pursuant to a resolution adopted by the Board of Directors, may
indemnify any such persons to such further extent as permitted by law.
Section 2. The Company, pursuant to a resolution adopted by the
Board of Directors, may indemnify, and advance or reimburse reasonable
expenses incurred by, any other person to the fullest extent permitted
under the Act.
Section 3. Action by the Board of Directors to amend, modify or
terminate ARTICLE XIII, Section 1 or Section 2, shall be prospective from
the effective date of such action and any rights or obligations resulting
from an event or events occurring prior thereto shall be governed by the
provisions of Section 1 or Section 2, as the case may be, of this ARTICLE
XIII as of the date of such event or events.
ARTICLE XIV
Amendments
Section 1. The power to alter, amend, suspend or repeal the Bylaws
or to adopt new Bylaws shall be vested in, and shall require the approval
of, the majority of Continuing Directors then in office; provided,
however, that any Bylaw or Amendment thereto as adopted by the Board of
Directors may be altered, amended, suspended or repealed by the vote of
the holders of 662/3% of the shares entitled to vote for the election of
Directors or a new Bylaw in lieu thereof may be adopted by vote of such
shareholders. No Bylaw which has been altered, amended or adopted by such
a vote of the shareholders may be altered, amended, suspended or repealed
by vote of the Directors until two years after such action by vote of the
shareholders.
ARTICLE XV
Restrictions on Foreign Ownership
Section 1. The purpose of this Article XV is to limit ownership and
control of shares of any class of capital stock of the Company by persons
who are not Eligible Citizens in order to permit the Company or any of its
Subsidiaries to conduct its business as a U.S. Mineral Lessee. The Board
of Directors is hereby authorized to adopt such resolutions, and to effect
any and all other measures reasonably necessary or desirable (consistent
with applicable law and the provisions of the Articles of Incorporation)
to fulfill the purpose and implement the restrictions of this Article XV,
including without limitation, requiring, as a condition precedent to the
transfer of shares on the records of the Company, representations and
other proof as to the identity of existing or prospective shareholders and
persons on whose behalf of shares of any class of capital stock of the
Company or any interest therein or right thereof are or are to be held and
as to whether or not such persons are Eligible Citizens.
Section 2. Any transfer, or attempted or purported transfer, of any
shares of any class of capital stock issued by the Company or any interest
therein or right thereof, which would result in the ownership or control
by one or more non-Eligible Citizens of the shares of any class of capital
stock of the Company or of any interest or right therein will, until such
condition no longer exists, be void and will be ineffective as against the
Company and the Company will not recognize the purported transferee as a
shareholder of the Company for any purpose other than the transfer of such
shares to a person who is an Eligible Citizen provided, however, that such
shares may nevertheless be deemed to be shares held or owned by
non-Eligible Citizens for the purposes of this Article XV.
Section 3. No shares of the outstanding capital stock of the Company
or any class thereof transferred to, or acquired or held by, a
non-Eligible Citizen shall be entitled to receive or accrue any rights with
respect to any dividends or other distributions of assets declared payable
or paid to the holders of such capital stock during such period.
Furthermore, no shares held by or for the benefit of any non-Eligible
Citizen will be entitled to vote with respect to any matter submitted to
stockholders of the Company so long as such condition exists.
Section 4. If at any time (i) the Company is named, or is threatened
to be named, as a party in a judicial or administrative proceeding that
seeks the cancellation or forfeiture of any property, lease, right or
license in which the Company has an interest or (ii) if, in the opinion
of the Board of Directors, the Company's ability to hold any property,
lease, right or license would be prohibited or restricted because of the
nationality, citizenship, residence, or other status, of any shareholder
of the Company (or, in the case of a shareholder which is a Company,
partnership or association, of any shareholder, owner, partner or member
of such shareholder), the Company may redeem the shares held by such
shareholder at the then Current Market Price and upon such terms as shall
be determined by the Board of Directors, in their sole discretion.
Section 5. "Current Market Price" per share of capital stock of the
Company on any date is the average of the Quoted Prices of such class of
capital stock during the four trading weeks before the date in question.
In the absence of one or more such quotations, the Board of Directors
shall determine the current market price on the basis of such quotations
as it considers appropriate.
"Eligible Citizen" means any person (including a Company,
partnership or other entity) whose ownership, holding or control of shares
in the Company would not, by reason of such person's citizenship or the
citizenship of its members or owners or otherwise, (1) disqualify the
Company or any of its Subsidiaries from owning, acquiring, holding,
possessing, or leasing oil, gas or other minerals, mineral deposits, land,
vessels or any other property, licenses, or rights of any nature
whatsoever in federal lands or leases under federal laws and regulations
in effect from time to time, or (2) violate any other qualifications as
the Board of Directors deems in its reasonable discretion are necessary
or appropriate to permit the Company and its Subsidiaries to engage in any
other business activities for which there may be qualifications or
restrictions on shareholders of the Company or any of its Subsidiaries
applicable under federal or state law. A person is an Eligible Citizen if
the applicable following requirement is met: (1) for an individual, that
he is native-born, naturalized or a derivative Citizen of the United
States or otherwise qualifies as a United States citizen; (2) for a
Company, that is organized or existing under the laws of the United
States, a state, the District of Columbia or United States territory or
possession, that at least 75% of the ownership interest in, and the voting
power over, the Company is held by Eligible Citizens, that the Company's
president or other chief executive officer and the chairman of its board
of directors are United States citizens and that no more than a minority
of the number of directors required to constitute a quorum are non-United
States citizens; (3) for a partnership, that all of the interests in the
partnership, are owned by Eligible Citizens; (4) for a trust, that each
of its trustees and each of its beneficiaries is an Eligible Citizen; and
(5) for an association, joint venture, or other entity, that all members,
venturers or other equity participants are Eligible Citizens and that such
association, joint venture or other entity is capable of holding leases
or other interest in federal minerals or lands under the laws of the
United States.
"Quoted Price" means, with respect to any class of capital stock of
the Company, the last reported sales price regular way or, in case no such
reported sale takes place on such day, the average of the closing bid and
asked prices regular way for such day, in each case on the principal
national securities exchange on which the shares of such class of capital
stock are listed or admitted to trading or, if not listed or admitted to
trading, the last sale price regular way for such shares as published by
NASDAQ, or if such last price is not so published by NASDAQ or if no such
sale takes place on such day, the mean between the closing bid and asked
prices for such shares as published by NASDAQ or in the absence of any of
the foregoing, the fair market value as determined by the Board of
Directors.
"Subsidiary" means any Company more than 50% of the outstanding
capital stock of which is owned by the Company or any Subsidiary of the
Company.
"U.S. Mineral Lessee" means any Company or other entity directly or
indirectly owning, acquiring, holding, possessing, or leasing oil, gas or
other minerals, mineral deposits, lands, vessels or any other property,
licenses, or rights of any nature whatsoever in federal lands or leases
under federal laws and regulations in effect from time to time, including,
without limitation, the Mineral Leasing Act of 1920, as amended, 30
U.S.C.A. 181 et seq.
As amended by the Board of
Directors on August 12, 1997