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Exhibit 3.14
BYLAWS OF
SANDIA OPERATING CORP.
CONTENTS
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Article 1: Offices
1.01 Registered Office & Agent
1.02 Other Offices
Article 2: Shareholders
2.01 Place of Meetings
2.02 Annual Meetings
2.03 Voting List
2.04 Special Meetings
2.05 Notice
2.06 Quorum
2.07 Majority Vote Withdrawal of Quorum
2.08 Method of Voting
2.09 Record Date; Closing Transfer Books
2.10 Action Without Meeting
2.11 Telephone and Similar Meetings
Article 3: Directors
3.01 Management
3.02 Number; Qualification; Election; Term
3.03 Change in Number
3.04 Removal
3.05 Vacancies
3.06 Place of Meetings
3.07 First Meetings
3.08 Regular Meetings
3.09 Special Meetings
3:10 Quorum; Majority Vote
3.11 Compensation
3.12 Procedure
3.13 Action Without Meeting
3.14 Telephone and Similar Meetings
Article 4: Committees
4.01 Designation
Article 5: Notice
5.01 Method
5.02 Waiver
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Article 6: Officers & Agents
6.01 Number; Qualification; Election; Term
6.02 Removal
6.03 Vacancies
6.04 Authority
6.05 Compensation
6.06 President
6.07 Vice President
6.08 Secretary
6.09 Assistant Secretary
6.10 Treasurer
6.11 Assistant Treasurer
Article 7: Certificates and Shareholders
7.01 Certificates
7.02 Issuance
7.03 Payment for Shares
7.04 Subscriptions
7.05 Lien
7.06 Lost, Stolen, or Destroyed Certificates
7.07 Registration of Transfer
7.08 Registered Owner
Article 8: General Provisions
8.01 Dividends and Reserves
8.02 Books and Records
8.03 Seal
8.04 Indemnification
8.05 Resignation
8.06 Amendment of Bylaws
8.07 Construction
8.08 Table of Contents; Headings
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ARTICLE 1: OFFICES
1.01 REGISTERED OFFICE & AGENT. The registered office and the name of the
registered agent of the corporation shall be as stated in the articles of
incorporation, as same may be amended from time to time.
1.02 OTHER OFFICES. The corporation may also have offices at such other
places both within and outside the State of Texas as the board of directors may
from time to time determine or the business of the corporation may require.
ARTICLE 2: SHAREHOLDERS
2.01 PLACE OF MEETINGS. Meetings of shareholders shall be held at the
time and place, within or outside the State of Texas, as stated in the notice of
the meeting or in a waiver of notice.
2.02 ANNUAL MEETINGS. An annual meeting of the shareholders shall be held
each year at 10:00 a.m. on a day during the month of June to be selected by the
board of directors. If such a day is a legal holiday, then the meeting shall be
on the next business day following. At the meeting, the shareholders shall elect
directors and transact such other business as may properly be brought before the
meeting.
2.03 VOTING LIST. At least ten days before each meeting of shareholders,
a complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, with the address of each and the number of voting shares
held by each, shall be prepared by the officer or agent having charge of the
stock transfer books. For a period of ten days .prior to the meeting, the list
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder at any time during usual business
hours. The list shall also be produced and kept open at the time and place of
the, meeting during the whole time thereof, and shall be subject to the
inspection of any shareholder during the whole time of the meeting.
2.04 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, the articles of
incorporation, or the bylaws, may be called by the president, the board of
directors, or the holders of not less than one-tenth of all the shares entitled
to vote at the meetings. Business transacted at a special meeting shall be
confined to the purposes stated in the notice of the meeting.
2.05 NOTICE. 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 nor more than
50 days before the date of the meeting, either personally or by mail, by or at
the direction of the person or persons calling the meeting, to each shareholder
of record entitled to vote at the meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at the address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.
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2.06 QUORUM. The holders of a majority of the shares issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be requisite and shall constitute a quorum at meetings of the
shareholders for the transaction of business except as otherwise provided by
statute, the articles of incorporation, or the bylaws. If a quorum is not
present or represented at a meeting of the shareholders, the shareholders
entitled to vote, 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 is present or represented. At an adjourned meeting
at which a quorum is present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.
2.07 MAJORITY VOTE; WITHDRAWAL OF QUORUM. When a quorum is present at a
meeting, the vote of the holders of a majority of the shares having voting
power, present in person or represented by proxy, shall decide any question
brought before the meeting, unless the question is one on which, by express
provision of the statutes, the articles of incorporation, or the bylaws, a
higher vote is required in which case the express provision shall govern.
Directors shall likewise be elected by majority vote and cumulative voting is
denied under the Articles of Incorporation. The shareholders present at a duly
constituted meeting may continue to transact business until adjournment, despite
the withdrawal of enough shareholders to leave less than a quorum.
2.08 METHOD OF VOTING. Each outstanding share, regardless of class, shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. At any meeting of the shareholders, every shareholder having the
right to vote may vote either in person, or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after 11 months from the date of its execution, unless otherwise provided in the
proxy. Each proxy shall be revocable unless expressly provided therein to be
irrevocable and unless otherwise made irrevocable by law. Each proxy shall be
filed with the secretary of the corporation prior to or at the time of the
meeting. Any vote may be taken by voice or by show of hands unless someone
entitled to vote objects, in which case written ballots shall be used.
2.09 RECORD DATE; CLOSING TRANSFER BOOKS. The board of directors may fix
in advance a record date for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of the shareholders, the record date to be not
less than ten nor more than 50 days prior to the meeting; or the board of
directors may close the stock transfer books for such purpose for a period of
not less than ten nor more than 50 days prior to such meeting. In the absence of
any action by the board of directors, the date upon which the notice of the
meeting is mailed shall be the record date.
2.10 ACTION WITHOUT MEETING. Any action required by statute to be taken
at a meeting of the shareholders, or any action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof and such consent
shall have the same force and effect as a unanimous vote of the shareholders.
The signed consent, or a signed copy, shall be placed in the minute book.
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2.11 TELEPHONE AND SIMILAR MEETINGS. Shareholders, directors, and
committee members may participate in and hold a meeting by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person at the meeting, 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.
ARTICLE 3: DIRECTORS
3.01 MANAGEMENT. The business and affairs of the corporation shall be
managed by the board of directors who may exercise all such powers of the
corporation and 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.
3.02 NUMBER; QUALIFICATION; ELECTION; TERM. The board of directors shall
consist of not less than one nor more than five directors, none of whom need be
shareholders or residents of any particular state. The directors shall be
elected at the annual meeting of the shareholders, except as provided in
Sections 3.03 and 3.05 of the bylaws. Each director elected shall hold office
until his successor shall be elected and shall qualify.
3.03 CHANGE IN NUMBER. The number of directors may be increased or
decreased from time to time by amendment to these bylaws but no decrease shall
have the effect of shortening the term of any incumbent director. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose.
3.04 REMOVAL. Any director may be removed either for or without cause at
any special or annual meeting of shareholders, by the affirmative vote of a
majority in number of shares of the shareholders present, in person or by proxy,
at such meeting and entitled to vote for the election of such director if notice
of intention to act upon such matter shall have been given in the notice calling
such meeting.
3.05 VACANCIES. Any vacancy occurring in the board of directors (by
death, resignation, removal, or otherwise) may be filled by an affirmative vote
of a majority of the remaining directors though 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.
3.06 PLACE OF MEETINGS. Meetings of the board of directors, regular or
special, may be held either within or outside the State of Texas.
3.07 FIRST MEETINGS. The first meeting of a newly elected board 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 the time or place is changed.
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3.08 REGULAR MEETINGS. Regular meetings of the board of directors may be
held without notice at such time and place as shall from time to time be
determined by the board.
3.09 SPECIAL MEETINGS. Special meetings of the board of directors may be
called by the president on three days' notice to each director, either
personally or by mail or by telegram. Special meetings shall be called by the
president or secretary in like manner and on like notice on the written request
of two directors. Except as otherwise expressly provided by statute, the
articles of incorporation, or the bylaws, neither the business to be transacted
at, nor the purpose of, any special meeting need be specified in a notice or
waiver of notice.
3.10 QUORUM; MAJORITY VOTE. At meetings of the board of directors a
majority of the number of directors fixed by these bylaws shall constitute a
quorum for the transaction of business. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, except as otherwise specifically provided by statute, the articles
of incorporation, or the bylaws. If a quorum is not present at a meeting of the
board of directors, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.
3.11 COMPENSATION. By resolution of the board of directors, the directors
may be paid their expenses, if any, of attendance at each meeting of the board
of directors and may be paid a fixed sum for attendance at each meeting of the
board of directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
3.12 PROCEDURE. The board of directors shall keep regular minutes of its
proceedings. The minutes shall be placed in the minute book of the corporation.
3.13 ACTION WITHOUT MEETING. 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 the
members of the board of directors. Such consent shall have the same force and
effect as a unanimous vote at a meeting. The signed consent, or a signed copy,
shall be placed in the minute book.
3.14 TELEPHONE AND SIMILAR MEETINGS. See Section 2.11.
ARTICLE 4: COMMITTEES
4.01 DESIGNATION. The board of directors may, by resolution adopted by a
majority vote of all directors, provide for an Executive Committee and for such
other standing or special committees as it deems desirable, and discontinue the
same at pleasure. Each such committee shall have such powers and perform such
other duties, not inconsistent with laws, as may be assigned to it by the board
of directors.
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ARTICLE 5: NOTICE
5.01 METHOD. Whenever, by statute, the articles of incorporation, the
bylaws, or otherwise, notice is required to be given to a director, committee
member, or security holder, and no provision is made as to how the notice shall
be given, it shall not be construed to mean personal notice, but any such notice
may be given: (a) in writing, by mail, postage prepaid, addressed to the
director, committee member, or security holder at the address appearing on the
books of the corporation; or (b) in any other method permitted by law. Any
notice required or permitted to be given by mail shall be deemed given at the
time when the same is thus deposited in the United States mails.
5.02 WAIVER. Whenever, by statute, the articles of incorporation, or the
bylaws, notice is required to be given to a security holder, committee member,
or director, 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.
ARTICLE 6: OFFICERS AND AGENTS
6.01 NUMBER; QUALIFICATION; ELECTION; TERM.
(a) The corporation shall have (1) a president, a vice president, a
secretary, and a treasurer; and (2) such other officers (including a chairman of
the board and additional vice presidents) and assistant officers and agents as
the board of directors may think necessary.
(b) No officer or agent need be a shareholder, a director, or a resident
of Texas.
(c) Officers named in Section 5.01(a)(1) shall be elected by the board
of directors on the expiration of an officer's term or whenever a vacancy
exists. officers and agents named in Section 6.01(a)(2) may be elected by the
board at any meeting.
(d) Unless otherwise specified by the board at the time of election or
appointment, or in an employment contract approved by the board, each officer's
and agent's term shall end at the first meeting o~ directors after the next
annual meeting of shareholders. He shall serve until the end of his term or, if
earlier, his death, resignation, or removal.
(e) Any two or more offices may be held by the same person.
6.02 REMOVAL. Any officer or agent elected or appointed by the board of
directors may be removed by the board of directors whenever in its judgment the
best interests of the corporation will be served thereby. 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.
6.03 VACANCIES. Any vacancy occurring in any office of the corporation
(by death, resignation, removal, or otherwise) may be filled by the board of
directors.
6.04 AUTHORITY. Officers and agents of the corporation, as between
themselves and the corporation, shall have such authority and perform such
duties in the management of the corporation as are provided in the bylaws or as
may be determined by resolution of the board of directors not inconsistent with
the bylaws.
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6.05 COMPENSATION. The compensation of officers and agents shall be fixed
from time to time by the board of directors.
6.06 PRESIDENT. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the shareholders and the board
of directors, shall have general and active management of the business and
affairs of the corporation, and shall see that all orders and resolutions of the
board are carried into .effect. He shall perform such other duties and have such
other authority and powers as the board of directors may from time to time
prescribe.
6.07 VICE PRESIDENT. The vice presidents in the order of their seniority,
unless otherwise determined by the board of directors, shall, in the absence or
disability of the president, perform the duties and have the authority and
exercise the powers of the president. The shall perform such other duties and
have such other authority and powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
6.08 SECRETARY.
(a) The secretary shall attend all meetings of the board of directors
and all meetings of the shareholders and record all votes, actions, and the
minutes of all proceedings in a book to be kept for that purpose and shall
perform like duties for the executive and other committees when required.
(b) He shall give, or cause to be given, notice of all meetings of the
shareholders and special meetings of the board of directors.
(c) If the corporation has a seal, he shall keep in safe custody the
seal of the corporation and, when authorized by the board of directors or the
executive committee, affix it to any instrument requiring it. When so affixed,
it shall be attested by his signature or by the signature of the treasurer or an
assistant secretary.
(d) He shall be under the supervision of the president. He shall perform
such other duties and have such other authority and powers as the board of
directors may from time to time prescribe or as the president may from time to
time delegate.
6.09 ASSISTANT SECRETARY. The assistant secretaries in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and have the
authority and exercise the powers of the secretary. The shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe or as the president may from time to time delegate.
6.10 TREASURER.
(a) The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements of the corporation and shall deposit all movies and other
valuables in the name and to the credit of the corporation in depositories
designed by the board of directors.
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(b) He shall disburse the funds of the corporation as ordered by the
board of directors, and prepare financial statements as they direct.
(c) If required by the board of directors, he shall give the corporation
a bond (in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the board) for the faithful performance of the duties of his
office and for the restoration to the corporation, in case of his death,
resignation, retirement, or removal from office, of all books, papers, vouchers,
money, and other property of whatever kind in his possession or under his
control belonging to the corporation.
(d) He shall perform such other duties and have such other authority and
powers as the board of directors may from time to time prescribe or as the
president may from time to time delegate.
6.11 ASSISTANT TREASURER. The assistant treasurers in the order of their
seniority, unless otherwise determined by the board of directors, shall, in the
absence or disability of the treasurer, perform the duties and have the
authority and exercise the powers of the treasurer. They shall perform such
other duties and have such other powers as the board of directors may from time
to time prescribe or the president may from time to time delegate.
ARTICLE 7: CERTIFICATES AND SHAREHOLDERS
7.01 CERTIFICATES. Certificates in the form determined by the board of
directors shall be delivered representing all shares to which shareholders are
entitled. Certificates shall be consecutively numbered and shall be entered in
the books of the corporation as they are issued. Each certificate shall be
signed by the president or a vice president and such other officer or officers
as the board of directors shall designate, and may be sealed with the seal of
the corporation or a facsimile thereof.
7.02 ISSUANCE. Shares (both treasury and authorized but unissued) may be
issued for such consideration (not less than par value) and to such persons as
the board of directors may determine from time to time. Shares may not be issued
until the full amount of the consideration, fixed as provided by law, has been
paid.
7.03 PAYMENT FOR SHARES.
(a) KIND. The consideration for the issuance of shares shall consist of
money paid, labor done (including services actually performed for the
corporation), or property (tangible or intangible) actually received. Neither
promissory notes nor the promise of future services shall constitute payment for
shares.
(b) VALUATION. In the absence of fraud in the transaction, the judgment
of the board of directors as to the value of consideration received shall be
conclusive.
(c) EFFECT. When consideration, fixed as provided by law, has been paid,
the shares shall be deemed to .have been issued and shall be considered fully
paid and nonassessable.
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(d) ALLOCATION OF CONSIDERATION. The consideration received for shares
shall be allocated by the board of directors, in accordance with law, between
stated capital and capital surplus accounts.
7.04 SUBSCRIPTIONS. Unless otherwise provided in the subscription
agreement, subscriptions for shares, whether made before or after organization
of the corporation, shall be paid in full at such time or in such installments
and at such times as shall be determined by the board of directors. Any call
made by the board of directors for payment on subscriptions shall be uniform as
to all shares of the same series. In case of default in the payment on any
installment or call when payment is due, the corporation may proceed to collect
the amount due in the same manner as any debt due to the corporation.
7.05 LIEN. For any indebtedness of a shareholder to the corporation, the
corporation shall have a first a prior lien on all shares of its stock owned by
him and on all dividends or other distributions declared thereon.
7.06 LOST, STOLEN, OR DESTROYED CERTIFICATES. The corporation shall issue
a new certificate in place of any certificate for shares previously issued if
the registered owner of the certificate:
(a) CLAIM. Makes proof in affidavit form that it has been lost,
destroyed, or wrongfully taken; and
(b) TIMELY REQUEST. Requests the issuance of a new certificate before
the corporation has notice that the certificate has been acquired by a purchaser
for value in good faith and without notice of an adverse claim; and
(c) BOND. Gives a bond in such form, and with such surety or sureties,
with fixed or open penalty, as the corporation may direct, to indemnify the
corporation (and its transfer agent and registrar, if any) against any claim
that m ay be made on account of the alleged loss, destruction, or theft of the
certificate; and
(d) OTHER REQUIREMENTS. Satisfies any other reasonable requirements
imposed by the corporation.
When a certificate has been lost, apparently destroyed, or wrongfully taken, and
the holder of record fails to notify the corporation within a reasonable time
after he has notice of it, and the corporation registers a transfer of the
shares represented by the certificate before receiving such notification, the
holder of record is precluded from making any claim against the corporation for
the transfer or for a new certificate.
7.07 REGISTRATION OF TRANSFER. The corporation shall register the
transfer of a certificate for shares presented to it for transfer if:
(a) ENDORSEMENT. The certificate is properly endorsed by the registered
owner or by his duly authorized attorney; and
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(b) GUARANTEE AND EFFECTIVENESS OF SIGNATURE. The signature of a person
has been guaranteed by a national banking association or member of the New York
Stock Exchange, and reasonable assurance is given that such endorsements are
effective; and
(c) ADVERSE CLAIMS. The corporation has no notice of an adverse claim or
has discharged any duty to inquire into such a claim; and
(d) COLLECTION OF TAXES. Any applicable law relating to the collection
of taxes has been complied with.
7.08 REGISTERED OWNER. Prior to due presentment for registration of
transfer of a certificate for shares, the corporation may treat the registered
owner as the person exclusively entitled to vote, to receive notices and
otherwise to exercise all the rights and powers of a shareholder.
ARTICLE 8: GENERAL PROVISIONS
8.01 DIVIDENDS AND RESERVES.
(a) DECLARATION AND PAYMENT. Subject to statute and the articles of
incorporation, 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
the corporation. The declaration and payment shall be at the discretion of the
board of directors.
(b) RECORD DATE. The board of directors may fix in advance a record date
for the purpose of determining shareholders entitled to receive payment of any
dividend, the record date to be not more than 50 days prior to the payment date
of such dividend, or the board of directors may close the stock transfer books
for such purpose for a period of not more than 50 days prior to the payment date
of such dividend. In the absence of any action by the board of directors, the
date upon which the board of directors adopts the resolution declaring the
dividend shall be the record date.
(c) RESERVES. By resolution the board of directors may create such
reserve or reserves out of the earned surplus of the corporation 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 corporation, or for any other purpose they think beneficial to the
corporation. The directors may modify or abolish any such reserve in the manner
in which it was created.
8.02 BOOKS AND RECORDS. The corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
shareholders and 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 shareholders, giving the names and addresses of all
shareholders and the number and class of the shares held by each.
8.03 SEAL. If the corporation elects to have a seal (of which there may
be one or more exemplars), it shall contain the name of the corporation and the
name of the state of incorporation. The seal may be used by impressing it or
reproducing a facsimile of it, or otherwise.
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8.04 INDEMNIFICATION.
(a) PERSONS. The corporation shall indemnify, to the extent provided in
paragraphs (b), (d), or (f):
(1) any person who is or was a director, officer, agent, or
employee of the corporation, and
(2) any person who serves . or served at the corporation's request
as a director, officer, agent, employee, partner, or trustee of another
corporation or of a partnership, joint venture, trust, or other enterprise.
(b) EXTENT - DERIVATIVE SUITS. In case of a suit by or in the right of
the corporation against a person named in paragraph (a) by reason of his holding
a position named in paragraph (a), the corporation shall indemnify him if he
satisfies the standard in paragraph (c), for expenses (including attorney's fees
but excluding amounts paid in settlement) actually and reasonably incurred by
him in connection with the defense or settlement of the suit.
(c) STANDARD - DERIVATIVE SUITS. In case of a suit by or in the right of
the corporation, a person named in paragraph (a) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation. However, he shall not be indemnified in
respect of any claim, issue, or matter as to which he has been adjudged liable
for negligence or misconduct in the performance of his duty to the corporation
unless (and only to the extent that) the court in which the suit was brought
shall determine, upon application, that despite the adjudication but in view of
all the circumstances, he is fairly and reasonably entitled to indemnity for
such expenses as the court shall deem proper.
(d) EXTENT - NONDERIVATIVE SUITS. In case of a suit, action, or
proceedings (whether civil, criminal, administrative, or investigative), other
than a suit by or in the right of the corporation, together hereafter referred
to as a nonderivative suit, against a person named in paragraph (a) by reason of
his holding a position named in paragraph (a), the corporation shall indemnify
him if he satisfies the standard in paragraph (e), for amounts actually and
reasonably incurred by him in connection with the defense or settlement of the
nonderivative suits as
(1) expenses (including attorney's fees),
(2) amounts paid in settlement,
(3) judgments, and
(4) fines.
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(e) STANDARD - NONDERIVATIVE SUITS. In case of a nonderivative suit, a
person named in paragraph (a) shall be indemnified only if:
(1) he is successful on the merits or otherwise, or
(2) he acted in good faith in the transaction which is the subject
of the nonderivative suit, and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, he had no reason to believe his conduct was
unlawful. The termination of a nonderivative suit by judgment, order,
settlement, conviction, or upon a plea of NOLO CONTENDERE or its equivalent
shall not, of itself, create a presumption that the person failed to satisfy the
standard of this paragraph (e)(2).
(f) DETERMINATION THAT STANDARD HAS BEEN MET. A determination that the
standard of paragraph (c) or (e) has been satisfied may be made by a court, or,
except as stated in paragraph (c)(2) (second sentence), the determination may be
made by:
(1) a majority of the directors of the corporation (whether or not
a quorum) who were not parties to the action, suit, or proceedings, or
(2) independent legal counsel (appointed by a majority of the
directors of the corporation, whether or not a-quorum, or elected by the
shareholders of the corporation) in a written opinion, or
(3) a majority of the shareholders of the corporation.
(g) PRORATION. Anyone making a determination under paragraph (f) may
determine that a person has met the standard as to some matters but not as to
others, and may prorate amounts to be indemnified.
(h) ADVANCE PAYMENT. The corporation may pay in advance any expenses
(including attorneys' fees) which may become subject to indemnification under
paragraphs (a)-(g) if:
(1) the board of directors authorizes the specific payment and
(2) the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to indemnification
by the corporation under paragraphs (a)-(g).
(i) NONEXCLUSIVE. The indemnification PROVIDED by paragraphs (a) - (g)
shall not be exclusive of any other rights to which a person may be entitled by
law, bylaw, agreement, vote of shareholders or disinterested directors, or
otherwise.
(j) CONTINUATION. The indemnification and advance payment PROVIDED by
paragraphs (a)-(h) shall continue as to a person who has ceased to hold a
position named in paragraph (a) and shall inure to his heirs, executors, and
administrators.
(k) INSURANCE. The corporation may purchase and maintain insurance on
behalf of any person who holds or who has held any position named in paragraph
(a), against any liability incurred by him in any such position, or arising out
of his status as such, whether or not the corporation would have power to
indemnify him against such liability under paragraphs (a)-(h).
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(l) REPORTS. Indemnification, payments, advance payments, and insurance
purchases and payments made under paragraphs (a)-(k) shall be reported in
writing to the shareholders of the corporation with the next notice of annual
meeting, or within six months, whichever is sooner.
8.05 RESIGNATION. Any director, committee member, officer, or agent may
resign by giving written notice to the president or the secretary. The
resignation shall take effect at the time specified therein, or immediately if
no time is specified. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
8.06 AMENDMENT OF BYLAWS.
(a) These bylaws may be altered, amended, or repealed at any meeting of
the board of directors at which a quorum is present, by the affirmative vote of
a majority of the directors present at such meeting, provided notice of the
proposed alteration, amendment, or repeal is contained in the notice of the
meeting.
(b) These bylaws may also be altered, amended, or repealed at any
meeting of the shareholders at which a quorum is present or represented, by the
affirmative vote of the holders of a majority of the shares present or
represented at the meeting and entitled to vote thereat, provided notice of the
proposed alteration, amendment, or repeal is contained in the notice of the
meeting.
8.07 CONSTRUCTION. Whenever the context so requires, the masculine shall
include the feminine and neuter, and the singular shall include the plural, and
conversely. If any portion of these bylaws shall be invalid or inoperative,
then, so far as is reasonable and possible:
(a) The remainder of these bylaws shall be considered valid and
operative, and
(b) Effect shall be given to the intent manifested by the portion held
invalid or inoperative.
8.08 TABLE OF CONTENTS; HEADINGS. The table of contents and headings are
for organization, convenience and clarity. In interpreting these bylaws, they
shall be subordinated in importance to the other written material.