Exhibit 3.1
AMENDED AND RESTATED BYLAWS
OF
PIONEER NATURAL RESOURCES COMPANY
A Delaware Corporation
TABLE OF CONTENTS
Page
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent....................................1
1.2 Other Offices..................................................1
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting.................................................1
2.2 Special Meeting................................................1
2.3 Place of Meetings..............................................2
2.4 Notice.........................................................2
2.5 Voting List....................................................2
2.6 Quorum.........................................................2
2.7 Required Vote; Withdrawal of Quorum............................3
2.8 Method of Voting; Proxies......................................3
2.9 Record Date....................................................3
2.10 Conduct of Meeting.............................................4
2.11 Inspectors.....................................................4
ARTICLE THREE: DIRECTORS
3.1 Management.....................................................4
3.2 Number; Election; Classification; Term; Qualification..........4
3.3 Change in Number...............................................5
3.4 Removal........................................................5
3.5 Vacancies......................................................6
3.6 Meetings of Directors..........................................6
3.7 First Meeting..................................................6
3.8 Election of Officers...........................................6
3.9 Regular Meetings...............................................6
3.10 Special Meetings...............................................6
3.11 Notice.........................................................6
3.12 Quorum; Majority Vote..........................................7
3.13 Procedure......................................................7
3.14 Presumption of Assent..........................................7
3.15 Compensation...................................................7
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ARTICLE FOUR: COMMITTEES
4.1 Designation....................................................8
4.2 Number; Qualification; Term....................................8
4.3 Authority......................................................8
4.4 Committee Changes..............................................8
4.5 Alternate Members of Committees................................8
4.6 Regular Meetings...............................................8
4.7 Special Meetings...............................................8
4.8 Quorum; Majority Vote..........................................8
4.9 Minutes........................................................9
4.10 Responsibility.................................................9
ARTICLE FIVE: NOTICE
5.1 Method.........................................................9
5.2 Waiver.........................................................9
ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office.................................9
6.2 Removal.......................................................10
6.3 Vacancies.....................................................10
6.4 Authority.....................................................10
6.5 Compensation..................................................10
6.6 Chairman of the Board.........................................10
6.7 President.....................................................10
6.8 Vice Presidents...............................................11
6.9 Treasurer.....................................................11
6.10 Assistant Treasurers..........................................11
6.11 Secretary.....................................................11
6.12 Assistant Secretaries.........................................12
6.13 Other Officers................................................12
ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares.......................................12
7.2 Replacement of Lost or Destroyed Certificates.................12
7.3 Transfer of Shares............................................12
7.4 Registered Stockholders.......................................13
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7.5 Regulations...................................................13
7.6 Legends.......................................................13
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends.....................................................13
8.2 Reserves......................................................13
8.3 Books and Records.............................................13
8.4 Fiscal Year...................................................13
8.5 Seal..........................................................13
8.6 Resignations..................................................14
8.7 Securities of Other Corporations..............................14
8.8 Telephone Meetings............................................14
8.9 Action Without a Meeting......................................14
8.10 Invalid Provisions............................................14
8.11 Mortgages, etc................................................14
8.12 Headings......................................................14
8.13 References....................................................15
8.14 Amendments....................................................15
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AMENDED AND RESTATED BYLAWS
OF
PIONEER NATURAL RESOURCES COMPANY
A Delaware Corporation
PREAMBLE
These bylaws are subject to, and governed by, the General Corporation Law
of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation of Pioneer Natural Resources Company, a Delaware
corporation (the "Company"). In the event of a direct conflict between the
provisions of these bylaws and the mandatory provisions of the Delaware General
Corporation Law or the provisions of the certificate of incorporation of the
Company, such provisions of the Delaware General Corporation Law or the
certificate of incorporation of the Company, as the case may be, will be
controlling.
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent. The registered office and registered agent
of the Company shall be as designated from time to time by the appropriate
filing by the Company in the office of the Secretary of State of the State of
Delaware.
1.2 Other Offices. The Company may also have offices at such other places,
both within and without the State of Delaware, as the board of directors may
from time to time determine or as the business of the Company may require.
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of the Company shall
be held each calendar year on such date and at such time as shall be designated
from time to time by the board of directors and stated in the notice of the
meeting or in a duly executed waiver of notice of such meeting. At such meeting,
the stockholders shall elect directors and transact such other business as may
properly be brought before the meeting.
2.2 Special Meeting. Except as otherwise required by law, special meetings
of the common stockholders of the Company, and any proposals to be considered at
such meetings, may be called and proposed exclusively by the board of directors,
pursuant to a resolution approved by a majority of the members of the board of
directors at the time in office, and no stockholder of the Company shall require
the board of directors to call a special meeting of common stockholders or to
propose business at a special meeting of common stockholders. A special meeting
shall be held on such date and at such time as shall be designated by the
resolution calling the meeting and stated in the notice of the meeting or in a
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duly executed waiver of notice of such meeting. Only such business shall be
transacted at a special meeting as may be stated or indicated in the notice of
such meeting or in a duly executed waiver of notice of such meeting.
2.3 Place of Meetings. An annual meeting of stockholders may be held at any
place within or without the State of Delaware designated by the board of
directors. A special meeting of stockholders may be held at any place within or
without the State of Delaware designated in the notice of the meeting or a duly
executed waiver of notice of such meeting. Meetings of stockholders shall be
held at the principal office of the Company unless another place is designated
for meetings in the manner provided herein.
2.4 Notice. Written or printed notice stating the place, day, and time of
each meeting of the stockholders and, in case of a special meeting, the purpose
or purposes for which the meeting is called, shall be delivered in accordance
with Section 5.1 not less than ten nor more than 60 days before the date of the
meeting by or at the direction of the Board of Directors, the Chairman of the
Board if such office has been filled (otherwise, the President) or the
Secretary, to each stockholder of record entitled to vote at such meeting. If
such notice is to be sent by mail, it shall be directed to such stockholder at
his or her address as it appears on the records of the Company, unless he or she
shall have filed with the Secretary of the Company a written request that
notices to him be mailed to some other address, in which case it shall be
directed to him at such other address. Notice of any meeting of stockholders
shall not be required to be given to any stockholder who shall attend such
meeting in person or by proxy and shall not, at the beginning of such meeting,
object to the transaction of any business because the meeting is not lawfully
called or convened, or who shall, either before or after the meeting, submit a
signed waiver of notice, in person or by proxy.
2.5 Voting List. At least ten days before each meeting of stockholders, the
Secretary or other officer of the Company who has charge of the Company's stock
ledger, either directly or through another officer appointed by him or through a
transfer agent appointed by the board of directors, shall prepare a complete
list of stockholders entitled to vote thereat, arranged in alphabetical order
and showing the address of each stockholder and number of shares registered in
the name of each stockholder. For a period of ten days prior to such meeting,
such list shall be kept on file at a place within the city where the meeting is
to be held, which place shall be specified in the notice of meeting or a duly
executed waiver of notice of such meeting or, if not so specified, at the place
where the meeting is to be held and shall be open to examination by any
stockholder during ordinary business hours. Such list shall be produced at such
meeting and kept at the meeting at all times during such meeting and may be
inspected by any stockholder who is present.
2.6 Quorum. The holders of a majority of the outstanding shares entitled to
vote on a matter, present in person or by proxy, shall constitute a quorum at
any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Company, or these bylaws. If a quorum shall
not be present, in person or by proxy, at any meeting of stockholders, the
stockholders entitled to vote thereat who are present, in person or by proxy,
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or, if no stockholder entitled to vote is present, any officer of the Company
may adjourn the meeting from time to time, without notice other than
announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present, in person or by proxy. At any adjourned meeting at which a
quorum shall be present, in person or by proxy, any business may be transacted
which may have been transacted at the original meeting had a quorum been
present; provided that, 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 stockholder of record entitled
to vote at the adjourned meeting.
2.7 Required Vote; Withdrawal of Quorum. When a quorum is present at any
meeting, the vote of the holders of at least a majority of the outstanding
shares entitled to vote who are present, in person or by proxy, shall decide any
question brought before such meeting, unless the question is one on which, by
express provision of statute, the certificate of incorporation of the Company,
or these bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. The
stockholders present at a duly constituted meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
2.8 Method of Voting; Proxies. Except as otherwise provided in the
certificate of incorporation of the Company or by law, each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to a
vote at a meeting of stockholders. Elections of directors need not be by written
ballot. At any meeting of stockholders, every stockholder having the right to
vote may vote in person or may authorize another person or persons to act for
such stockholder by proxy in any manner permitted by law. Each such proxy shall
be filed with the Secretary of the Company before or at the time of the meeting.
No proxy shall be valid after three years from its date, unless otherwise
provided in the proxy. If no date is stated in a proxy, such proxy shall be
presumed to have been dated on the date of the meeting at which it is to be
voted. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and coupled with an interest sufficient in law to support an
irrevocable power or unless otherwise made irrevocable by law.
2.9 Record Date. For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders, or any adjournment thereof,
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 a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, for any such determination of stockholders, such date
in any case to be not more than 60 days and not less than ten days prior to such
meeting nor more than 60 days prior to any other action. If no record date is
fixed:
(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
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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.
(b) The record date for determining stockholders 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 stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the board of directors may fix a new record date for the
adjourned meeting.
2.10 Conduct of Meeting. The Chairman of the Board, if such office has been
filled, shall preside at all meetings of stockholders. If such office has not
been filled, or if the Chairman of the Board is absent or otherwise unable to
act, the President shall preside. The Secretary shall keep the records of each
meeting of stockholders. In the absence or inability to act of any such officer,
such officer's duties shall be performed by the officer given the authority to
act for such absent or non-acting officer under these bylaws or by some person
appointed by the meeting.
2.11 Inspectors. The board of directors may, in advance of any meeting of
stockholders, appoint one or more inspectors to act at such meeting or any
adjournment thereof. If any of the inspectors so appointed shall fail to appear
or act, the chairman of the meeting shall, or if inspectors shall not have been
appointed, the chairman of the meeting may, appoint one or more inspectors. Each
inspector, before entering upon the discharge of his or her duties, shall take
and sign an oath faithfully to execute the duties of inspector at such meeting
with strict impartiality and according to the best of his or her ability. The
inspectors shall determine the number of shares of capital stock of the Company
outstanding and the voting power of each, the number of shares represented at
the meeting, the existence of a quorum, and the validity and effect of proxies
and shall receive votes or ballots, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate all
votes or ballots, determine the results, and do such acts as are proper to
conduct the election or vote with fairness to all stockholders. On request of
the chairman of the meeting, the inspectors shall make a report in writing of
any challenge, request, or matter determined by them and shall execute a
certificate of any fact found by them. No director or candidate for the office
of director shall act as an inspector of an election of directors. Inspectors
need not be stockholders.
ARTICLE THREE: DIRECTORS
3.1 Management. The business and property of the Company shall be managed
by the board of directors. Subject to the restrictions imposed by law, the
certificate of incorporation of the Company, or these bylaws, the board of
directors may exercise all the powers of the Company.
3.2 Number; Election; Classification; Term; Qualification. The number of
directors that shall constitute the entire board of directors shall be not less
than three and not more than twenty-one. The first board of directors shall
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consist of the number of directors named in the certificate of incorporation of
the Company or, if no directors are so named, shall consist of the number of
directors elected by the incorporator(s) at an organizational meeting or by
unanimous written consent in lieu thereof. Thereafter, within the limits above
specified, the number of directors that shall constitute the whole board of
directors shall from time to time be fixed exclusively by the board of directors
by a resolution adopted by a majority of the whole board of directors serving at
the time of that vote. Except as otherwise required by law or required or
permitted by the certificate of incorporation of the Company or these bylaws,
the directors shall be elected at an annual meeting of stockholders at which a
quorum is present. Directors shall be elected by a plurality of the votes of the
shares present in person or represented by proxy and entitled to vote on the
election of directors. Effective at the time specified in the certificate of
incorporation of the Company, the board of directors of the Company shall be
divided into three classes designated Class I, Class II, and Class III,
respectively, all as nearly equal in number as possible, with each director then
in office receiving the classification that at least a majority of the board of
directors designates. The initial term of office of the directors of Class I
shall expire at the annual meeting of stockholders of the Company in 1998, of
Class II shall expire at the annual meeting of stockholders of the Company in
1999, and of Class III shall expire at the annual meeting of stockholders of the
Company in 2000, and in all cases as to each director until his or her successor
is elected and qualified or until his or her earlier death, resignation or
removal. At each annual meeting of stockholders beginning with the annual
meeting of stockholders in 1998, each director elected to succeed a director
whose term is then expiring shall hold his or her office until the third annual
meeting of stockholders after his or her election and until his or her successor
is elected and qualified or until his or her earlier death, resignation or
removal. Except as may be required pursuant to any stock ownership requirements
adopted by the board or any of its committees, none of the directors need be a
stockholder of the Company. None of the directors need be a resident of the
State of Delaware. Each director must have attained the age of majority.
3.3 Change in Number. If the number of directors that constitutes the whole
board of directors is changed in accordance with the certificate of
incorporation and these bylaws, the majority of the whole board of directors
that adopts the change shall also fix and determine the number of directors
comprising each class; provided, however, that any increase or decrease in the
number of directors shall be apportioned among the classes as equally as
possible. No decrease in the number of directors constituting the entire board
of directors shall have the effect of shortening the term of any incumbent
director.
3.4 Removal. No director of any class of directors of the Company shall be
removed before the expiration date of that director's term of office except for
cause and by an affirmative vote of the holders of not less than two-thirds of
the outstanding shares of the class or classes or series of stock then entitled
to be voted at an election of directors of that class or series, voting together
as a single class, cast at the annual meeting of stockholders or at any special
meeting of stockholders called by a majority of the whole board of directors for
this purpose.
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3.5 Vacancies. Vacancies in the board of directors resulting from death,
resignation, retirement, disqualification, removal from office, or other cause
and newly-created directorships resulting from any increase in the authorized
number of directors may be filled by no less than a majority of the remaining
directors then in office, though less than a quorum, who are designated to
represent the same class or classes of stockholders that the vacant position,
when filled, is to represent or by the sole remaining director (but not by the
common stockholders except as required by law), and each director so chosen
shall receive the classification of the vacant directorship to which he or she
has been appointed or, if it is a newly-created directorship, shall receive the
classification that at least a majority of the board of directors designates and
shall hold office until the first meeting of stockholders held after his or her
election for the purpose of electing directors of that classification and until
his or her successor is elected and qualified or until his or her death,
resignation, or removal from office. If there are no directors in office, an
election of directors may be held in the manner provided by statute. Except as
otherwise provided in these bylaws, when one or more directors shall resign from
the board of directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, who are designated to
represent the same class or classes or series of stockholders that the position
being vacated represents shall have the power to fill such vacancy or vacancies,
the vote thereon to take effect when such resignation or resignations shall
become effective, and each director so chosen shall hold office as provided in
these bylaws with respect to the filling of other vacancies.
3.6 Meetings of Directors. The directors may hold their meetings and may
have an office and keep the books of the Company, except as otherwise provided
by statute, in such place or places within or without the State of Delaware as
the board of directors may from time to time determine or as shall be specified
in the notice of such meeting or duly executed waiver of notice of such meeting.
3.7 First Meeting. Each newly elected board of directors may hold its first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after and at the same place as the annual meeting
of stockholders, and no notice of such meeting shall be necessary.
3.8 Election of Officers. At the first meeting of the board of directors
after each annual meeting of stockholders at which a quorum shall be present,
the board of directors shall elect the officers of the Company. 3.9 Regular
Meetings. Regular meetings of the board of directors shall be held at such times
and places as shall be designated from time to time by resolution of the board
of directors. Notice of such regular meetings shall not be required.
3.10 Special Meetings. Special meetings of the board of directors shall be
held whenever called by the Chairman of the Board, the President, or any
director.
3.11 Notice. The Secretary shall give notice of each special meeting to
each director at least 24 hours before the meeting. Notice of any such meeting
need not be given to any director who shall, either before or after the meeting,
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submit a signed waiver of notice or who shall attend such meeting without
protesting, prior to or at its commencement, the lack of notice to him. 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.
3.12 Quorum; Majority Vote. At all meetings of the board of directors, a
majority of the directors fixed in the manner provided in these bylaws shall
constitute a quorum for the transaction of business. If at any meeting of the
board of directors there be less than a quorum present, a majority of those
present or any director solely present may adjourn the meeting from time to time
without further notice. Unless the act of a greater number is required by law,
the certificate of incorporation of the Company, or these bylaws, the act of a
majority of the directors present at a meeting at which a quorum is in
attendance shall be the act of the board of directors. At any time that the
certificate of incorporation of the Company provides that directors elected by
the holders of a class or series of stock shall have more or less than one vote
per director on any matter, every reference in these bylaws to a majority or
other proportion of directors shall refer to a majority or other proportion of
the votes of such directors.
3.13 Procedure. At meetings of the board of directors, business shall be
transacted in such order as from time to time the board of directors may
determine. The Chairman of the Board, if such office has been filled, shall
preside at all meetings of the board of directors. If such position has not been
filled, or if the Chairman of the Board is absent or otherwise unable to act,
the President shall preside. In the absence or inability to act of either such
officer, a chairman shall be chosen by the board of directors from among the
directors present. The Secretary of the Company shall act as the secretary of
each meeting of the board of directors unless the board of directors appoints
another person to act as secretary of the meeting. The board of directors shall
keep regular minutes of its proceedings which shall be placed in the minute book
of the Company.
3.14 Presumption of Assent. A director of the Company who is present at the
meeting of the board of directors at which action on any corporate matter is
taken shall be presumed to have assented to the action unless his or her dissent
shall be entered in the minutes of the meeting or unless he or she shall file
his or her written dissent to such action with the person acting as secretary of
the meeting before the adjournment thereof or shall forward any dissent by
certified or registered mail to the Secretary of the Company immediately after
the adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
3.15 Compensation. The board of directors shall have the authority to fix
the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Company in any
other capacity or receiving compensation therefor.
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ARTICLE FOUR: COMMITTEES
4.1 Designation. The board of directors may, by resolution adopted by a
majority of the entire board of directors, designate one or more committees.
4.2 Number; Qualification; Term. Each committee shall consist of one or
more directors appointed by resolution adopted by a majority of the entire board
of directors. The number of committee members may be increased or decreased from
time to time by resolution adopted by a majority of the entire board of
directors. Each committee member shall serve as such until the earliest of (i)
the expiration of his or her term as director, (ii) his or her resignation as a
committee member or as a director, or (iii) his or her removal as a committee
member or as a director.
4.3 Authority. Each committee, to the extent expressly provided in the
resolution establishing such committee, shall have and may exercise all of the
authority of the board of directors in the management of the business and
property of the Company except to the extent expressly restricted by law, the
certificate of incorporation of the Company, or these bylaws.
4.4 Committee Changes. The board of directors shall have the power at any
time to fill vacancies in, to change the membership of, and to discharge any
committee.
4.5 Alternate Members of Committees. The board of directors may designate
one or more directors as alternate members of any committee. Any such alternate
member may replace any absent or disqualified member at any meeting of the
committee. If no alternate committee members have been so appointed to a
committee or each such alternate committee member is absent or disqualified, the
member or members of such committee present at any meeting and not disqualified
from voting, whether or not he or she or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
4.6 Regular Meetings. Regular meetings of any committee may be held without
notice at such time and place as may be designated from time to time by the
committee and communicated to all members thereof.
4.7 Special Meetings. Special meetings of any committee may be held
whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee member
at least two days before such special meeting. Neither the business to be
transacted at, nor the purpose of, any special meeting of any committee need be
specified in the notice or waiver of notice of any special meeting.
4.8 Quorum; Majority Vote. At meetings of any committee, a majority of the
number of members designated by the board of directors shall constitute a quorum
for the transaction of business. If a quorum is not present at a meeting of any
committee, a majority of the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
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quorum is present. The act of a majority of the members present at any meeting
at which a quorum is in attendance shall be the act of a committee, unless the
act of a greater number is required by law, the certificate of incorporation of
the Company, or these bylaws.
4.9 Minutes. Each committee shall cause minutes of its proceedings to be
prepared and shall report the same to the board of directors upon the request of
the board of directors. The minutes of the proceedings of each committee shall
be delivered to the Secretary of the Company for placement in the minute books
of the Company.
4.10 Responsibility. The designation of any committee and the delegation of
authority to it shall not operate to relieve the board of directors or any
director of any responsibility imposed upon it or such director by law.
ARTICLE FIVE: NOTICE
5.1 Method. Whenever by statute, the certificate of incorporation of the
Company, or these bylaws, notice is required to be given to any committee
member, director, or stockholder and no provision is made as to how such notice
shall be given, personal notice shall not be required and any such notice may be
given (a) in writing, by mail, postage prepaid, addressed to such committee
member, director, or stockholder at his or her address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Company, or (b) by any other method permitted by law. Any notice required or
permitted to be given by mail shall be deemed to be delivered and given at the
time when the same is deposited in the United States mail as aforesaid. Any
notice required or permitted to be given by overnight courier service shall be
deemed to be delivered and given at the time delivered to such service with all
charges prepaid and addressed as aforesaid. Any notice required or permitted to
be given by telegram, telex, or telefax shall be deemed to be delivered and
given at the time transmitted with all charges prepaid and addressed as
aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any stockholder,
director, or committee member of the Company by statute, the certificate of
incorporation of the Company, or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be equivalent to the giving of such notice.
Attendance of a stockholder, director, or committee member at a meeting shall
constitute a waiver of notice of such meeting, except where such person attends
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office. The officers of the Company shall be a
President, a Secretary, and such other officers as the board of directors may
from time to time elect or appoint, including a Chairman of the Board, one or
more Vice Presidents (with each Vice President to have such descriptive title,
if any, as the board of directors shall determine), and a Treasurer. Each
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officer shall hold office until his or her successor shall have been duly
elected and shall have qualified, until his or her death, or until he or she
shall resign or shall have been removed in the manner hereinafter provided. Any
two or more offices may be held by the same person. Except as may be required
pursuant to any stock ownership requirements adopted by the board or any of its
committees, none of the officers need be a stockholder of the Company. None of
the officers need be a director of the Company or a resident of the State of
Delaware.
6.2 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 interest 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.
6.3 Vacancies. Any vacancy occurring in any office of the Company (by
death, resignation, removal, or otherwise) may be filled by the board of
directors.
6.4 Authority. Officers shall have such authority and perform such duties
in the management of the Company as are provided in these bylaws or as may be
determined by resolution of the board of directors not inconsistent with these
bylaws.
6.5 Compensation. The compensation, if any, of officers and agents shall be
fixed from time to time by the board of directors; provided, however, that the
board of directors may delegate the power to determine the compensation of any
officer and agent (other than the officer to whom such power is delegated) to
the Chairman of the Board or the President or to any committee of the board of
directors.
6.6 Chairman of the Board. The Chairman of the Board, if elected by the
board of directors, shall have such powers and duties as may be prescribed by
the board of directors, which may include being the chief executive officer of
the Company. If designated as the chief executive officer, the Chairman of the
Board shall have general executive charge, management, and control of the
properties and operations of the Company in the ordinary course of its business,
with all such powers with respect to such properties and operations as may be
reasonably incident to such responsibilities. Such officer shall preside at all
meetings of the stockholders and of the board of directors. Such officer may
agree upon and execute all division and transfer orders, bonds, contracts, and
other obligations in the name of the Company, and he or she may sign all
certificates for shares of stock of the Company.
6.7 President. If a Chairman of the Board has not been elected or if the
Chairman of the Board has been elected but has not been designated by the board
of directors to be the chief executive officer of the Company, the President
shall be the chief executive officer of the Company and, subject to the board of
directors, he or she shall have general executive charge, management, and
control of the properties and operations of the Company in the ordinary course
of its business, with all such powers with respect to such properties and
operations as may be reasonably incident to such responsibilities. If the
Chairman of the Board has been elected and has been designated as the chief
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executive officer of the Company, the President shall be the chief operating and
administrative officer of the Company and, subject to the board of directors,
shall have charge of the actual day-to-day operations and management of the
Company and its property with all such powers with respect to such properties
and operations as may be reasonably incident to such responsibilities. If the
board of directors has not elected a Chairman of the Board or in the absence or
inability to act of the Chairman of the Board, the President shall exercise all
of the powers and discharge all of the duties of the Chairman of the Board. As
between the Company and third parties, any action taken by the President in the
performance of the duties of the Chairman of the Board shall be conclusive
evidence that there is no Chairman of the Board or that the Chairman of the
Board is absent or unable to act.
6.8 Vice Presidents. Each Vice President shall have such powers and duties
as may be assigned to him by the board of directors, the Chairman of the Board,
or the President, and (in order of their seniority as determined by the board of
directors or, in the absence of such determination, as determined by the length
of time they have held the office of Vice President) shall exercise the powers
of the President during that officer's absence or inability to act. As between
the Company and third parties, any action taken by a Vice President in the
performance of the duties of the President shall be conclusive evidence of the
absence or inability to act of the President at the time such action was taken.
6.9 Treasurer. The Treasurer shall have custody of the Company's funds and
securities, shall keep full and accurate account of receipts and disbursements,
shall deposit all monies and valuable effects in the name and to the credit of
the Company in such depository or depositories as may be designated by the board
of directors, and shall perform such other duties as may be prescribed by the
board of directors, the Chairman of the Board, or the President.
6.10 Assistant Treasurers. Each Assistant Treasurer shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board, or the President. The Assistant Treasurers (in the order of their
seniority as determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Treasurer) shall exercise the powers of the Treasurer during that
officer's absence or inability to act.
6.11 Secretary. Except as otherwise provided in these bylaws, the Secretary
shall keep the minutes of all meetings of the board of directors in books
provided for that purpose, and he or she shall attend to the giving and service
of all notices. He or she may sign with the Chairman of the Board or the
President, in the name of the Company, all contracts of the Company and affix
the seal of the Company thereto. He or she may sign with the Chairman of the
Board or the President all certificates for shares of stock of the Company, and
he or she shall have charge of the certificate books, transfer books, and stock
papers as the board of directors may direct, all of which shall at all
reasonable times be open to inspection by any director upon application at the
office of the Company during business hours. He or she shall in general perform
all duties incident to the office of the Secretary, subject to the control of
the board of directors, the Chairman of the Board, and the President.
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6.12 Assistant Secretaries. Each Assistant Secretary shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board, or the President. The Assistant Secretaries (in the order of their
seniority as determined by the board of directors or, in the absence of such a
determination, as determined by the length of time they have held the office of
Assistant Secretary) shall exercise the powers of the Secretary during that
officer's absence or inability to act.
6.13 Other Officers. Each other officer elected by the board of directors
and designated to be an officer of the Company shall have the title that the
board of directors may prescribe and the duties that the board of directors, the
Chairman of the Board, or the President may prescribe.
ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares. Shares of the capital stock of the Company may
be certificated or uncertificated as provided by law. Certificates for shares of
stock of the Company shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or the
President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all signatures
on the certificate may be a facsimile and may be sealed with the seal of the
Company or a facsimile thereof. If any officer, transfer agent, or registrar who
has signed, or whose facsimile signature has been placed upon, a certificate has
ceased to be such officer, transfer agent, or registrar before such certificate
is issued, such certificate may be issued by the Company with the same effect as
if he or she were such officer, transfer agent, or registrar at the date of
issue. The certificates shall be consecutively numbered and shall be entered in
the books of the Company as they are issued and shall exhibit the holder's name
and the number of shares.
7.2 Replacement of Lost or Destroyed Certificates. The board of directors
may direct a new certificate or certificates to be issued in place of a
certificate or certificates theretofore issued by the Company and alleged to
have been lost or destroyed, upon the making of an affidavit of that fact by the
person claiming the certificate or certificates representing shares to be lost
or destroyed. When authorizing such issue of a new certificate or certificates
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or his or her legal representative, to advertise the same in such
manner as it shall require and/or to give the Company a bond with a surety or
sureties satisfactory to the Company in such sum as it may direct as indemnity
against any claim, or expense resulting from a claim, that may be made against
the Company with respect to the certificate or certificates alleged to have been
lost or destroyed.
7.3 Transfer of Shares. Shares of stock of the Company shall be
transferable only on the books of the Company by the holders thereof in person
or by their duly authorized attorneys or legal representatives. Upon surrender
to the Company or the transfer agent of the Company of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment, or authority to transfer, the Company or its transfer
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agent shall issue a new certificate to the person entitled thereto, cancel the
old certificate, and record the transaction upon its books.
7.4 Registered Stockholders. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by law.
7.5 Regulations. The board of directors shall have the power and authority
to make all such rules and regulations as they may deem expedient concerning the
issue, transfer, and registration or the replacement of certificates for shares
of stock of the Company.
7.6 Legends. The board of directors shall have the power and authority to
provide that certificates representing shares of stock bear such legends as the
board of directors deems appropriate to assure that the Company does not become
liable for violations of federal or state securities laws or other applicable
law.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends. Subject to provisions of law and the certificate of
incorporation of the Company, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Company. Such declaration and payment
shall be at the discretion of the board of directors.
8.2 Reserves. There may be created by the board of directors out of funds
of the Company legally available therefor such reserve or reserves as the
directors from time to time, in their discretion, consider proper to provide for
contingencies, to equalize dividends, or to repair or maintain any property of
the Company, or for such other purpose as the board of directors shall consider
beneficial to the Company, and the board of directors may modify or abolish any
such reserve in the manner in which it was created.
8.3 Books and Records. The Company shall keep correct and complete books
and records of account, shall keep minutes of the proceedings of its board of
directors and shall keep at its registered office or principal place of
business, or at the office of its transfer agent or registrar, a record of its
stockholders, giving the names and addresses of all stockholders and the number
and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Company shall be fixed by the board
of directors; provided, that if such fiscal year is not fixed by the board of
directors and the selection of the fiscal year is not expressly deferred by the
board of directors, the fiscal year shall be the calendar year.
8.5 Seal. The seal of the Company shall be such as from time to time may be
approved by the board of directors.
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8.6 Resignations. Any director, committee member, or officer may resign by
giving written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
8.7 Securities of Other Corporations. The Chairman of the Board, the
President, or any Vice President of the Company shall have the power and
authority to transfer, endorse for transfer, vote, consent, or take any other
action with respect to any securities of another issuer which may be held or
owned by the Company and to make, execute, and deliver any waiver, proxy, or
consent with respect to any such securities.
8.8 Telephone Meetings. Members of the board of directors, and members of a
committee of the board of directors, may participate in and hold a meeting of
such board of directors or committee by means of a conference telephone or
similar communications equipment by means of which persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
8.9 Action Without a Meeting. Unless otherwise restricted by the
certificate of incorporation of the Company or by these bylaws, any action
required or permitted to be taken at a meeting of the board of directors, or of
any committee of the board of directors, may be taken without a meeting if a
consent or consents in writing, setting forth the action so taken, shall be
signed by all the directors or all the committee members, as the case may be,
entitled to vote with respect to the subject matter thereof, and such consent
shall have the same force and effect as a vote of such directors or committee
members, as the case may be, and may be stated as such in any certificate or
document filed with the Secretary of State of the State of Delaware or in any
certificate delivered to any person. Such consent or consents shall be filed
with the minutes of proceedings of the board or committee, as the case may be.
8.10 Invalid Provisions. If any part of these bylaws shall be held invalid
or inoperative for any reason, the remaining parts, so far as it is possible and
reasonable, shall remain valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of trust, mortgage, or
other instrument executed by the Company through its duly authorized officer or
officers, the attestation to such execution by the Secretary of the Company
shall not be necessary to constitute such deed, deed of trust, mortgage, or
other instrument a valid and binding obligation against the Company unless the
resolutions, if any, of the board of directors authorizing such execution
expressly state that such attestation is necessary.
8.12 Headings. The headings used in these bylaws have been inserted for
administrative convenience only and do not constitute matter to be construed in
interpretation.
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8.13 References. Whenever herein the singular number is used, the same
shall include the plural when appropriate, and words referring to persons of one
sex shall include references to persons of the other sex when appropriate.
8.14 Amendments. These bylaws may be altered, amended, or repealed or new
bylaws may be adopted by the board of directors at any regular meeting of the
board of directors or at any special meeting of the board of directors if notice
of such alteration, amendment, repeal, or adoption of new bylaws be contained in
the notice of such special meeting. These bylaws may also be altered, amended,
or repealed or new bylaws may be adopted upon the vote of the holders of not
less than two-thirds of the outstanding shares of stock then entitled to vote
upon the election of directors at any regular meeting of the stockholders or at
any special meeting of the stockholders if notice of such alteration, amendment,
repeal, or adoption of new bylaws be contained in the notice of such special
meeting.
The undersigned, the Secretary of the Company, hereby certifies that the
foregoing amended and restated bylaws were adopted by unanimous vote of the
directors of the Company as of November 15, 2006.
PIONEER NATURAL RESOURCES COMPANY
By: /s/ Mark H. Kleinman
------------------------------------------
Mark H. Kleinman
Secretary
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