<Page>
EXHIBIT 3.60
BYLAWS
OF
ANATOMIC PATHOLOGY PROCESSING SERVICES, INC.
ARTICLE I. OFFICES AND REGISTERED AGENTS
The principal business office of the Corporation in the State of Oklahoma
shall be located at: 2915 United Founders Blvd., Oklahoma City, Oklahoma 73112.
The Corporation may change such principal or registered offices and registered
agent, and may have such other offices or registered agents, either within or
without the State of Oklahoma, as the Board of Directors may designate or as the
business of the Corporation may require from time to time.
ARTICLE II. SHAREHOLDERS
SECTION 2.01. ANNUAL MEETINGS. The annual meeting of the Shareholders
commencing with the year 2000 shall be held on the first Monday in May, for the
purpose of electing Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting shall be a
legal holiday in the State of Oklahoma, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the Shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the Shareholders as soon thereafter as conveniently may
be held.
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the Shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the request of the holders of not less than ten percent (10%) of
all the outstanding shares of the Corporation entitled to vote at the meeting.
Such request and the notice of the meeting issued pursuant thereto shall state
the purpose or purposes of the proposed meeting. Business transacted at a
special meeting shall be confined to the purposes stated in the notice.
SECTION 2.03. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Oklahoma, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for any
special meeting called by the Board of Directors. A waiver of notice signed by
all Shareholders entitled to vote at a meeting may designate any place, either
within or without the State of Oklahoma, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no designation is made, the
place of meeting shall be the principal office of the Corporation in the State
of Oklahoma.
SECTION 2.04. NOTICE OF MEETING. Written notice shall be delivered not less
than ten (10), nor more than sixty (60), days before the date of the meeting,
either
<Page>
personally or by mail; provided, however, if the purpose of the meeting is to
vote on a merger, a consolidation, or the sale, lease or exchange of all, or
substantially all, of the Corporation's property and assets, written notice
shall be delivered at least twenty (20) days before the date of the meeting.
Such notice to each Shareholder of record entitled to vote at such meeting,
shall set forth 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, whether it is
being issued by or at the direction of the President, or the Secretary, or the
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, postage prepaid, addressed
to the Shareholder at his address as it appears on the stock transfer books of
the Corporation, or if such Shareholder shall have filed with the Secretary a
written request that notices to him be mailed to such other address, then
directed to him at such address. If the date, hour and place of the new meeting
is announced at the original meeting, no written notice of the new meeting need
be given. However, if the Board of Directors shall fix a new record date for the
new meeting after the original meeting or the new meeting is more than thirty
(30) days after the original meeting, written notice of the date, hour and
place of the new meeting shall be given in conformity herewith.
SECTION 2.05. CLOSING OF TRANSFER BOOKS. For the purpose of determining
Shareholders entitled to notice of or to vote at any meeting of Shareholders or
any adjournment thereof, or to express consent to or dissent from any proposal
without a meeting, or Shareholders entitled to receive payment of any dividend,
or in order to make a determination of Shareholders for any other proper
purpose, the Board of Directors of the Corporation may provide that the stock
transfer books be closed for a stated period, but not less than ten (10) days,
nor more than sixty (60) days, before the date of such meeting, nor more than
sixty (60) days prior to any other action. If the stock transfer books are not
closed for the determination of Shareholders entitled to notice of or to vote at
a meeting of Shareholders, or Shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination of
Shareholders. When a determination of Shareholders entitled to vote at any
meeting of Shareholders has been made, as provided in this Section 2.05, such
determination shall apply to any adjournment thereof, except when a transfer of
stock to a new holder has been entered on the transfer books of the Corporation
after the original meeting was adjourned and at least ten (10) days before the
date of such adjournment meeting.
SECTION 2.06. VOTING LISTS. The officer or agent having charge of the stock
transfer books for shares of the Corporation shall make a complete list of the
Shareholders entitled to vote at each meeting of Shareholders, or any
adjournment thereof, arranged in alphabetical order, with the address of and the
number of shares held by each. Such list shall be prepared and made available
for inspection by any Shareholder, for any purpose germane to the meeting, at
least ten (10) days before each meeting of Shareholders, during ordinary
business hours, either at a place within the city where the meeting is to be
held, and which place shall be specified in the notice of the meeting, or, if
not specified, at the place where the meeting is to be held. The list shall be
<Page>
produced and kept open at the time and place of the meeting, and shall be
subject to the inspection of any Shareholder during the entire meeting for the
purposes thereof.
SECTION 2.07. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person of by proxy, shall
constitute a quorum at a meeting of the Shareholders; provided, however, when a
specified item of business is required to be voted on by a class or classes,
representatives of a majority of shares of such class or classes shall
constitute a quorum for the transaction of such specified item of business. If
less than a majority of the outstanding shares are represented at a meeting, or
for any valid business reason at a meeting where a majority is present, a
majority of the shares so represented may adjourn the meeting from time to time
without further notice, except as required by Section 2,04. 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
noticed. The Shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the departure of enough
Shareholders to leave less than a quorum.
SECTION 2.08. PROXIES. At all meetings of Shareholders, a Shareholder may
vote in person, or by proxy executed in writing by Shareholder, or by his duly
authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before the business portion of the meeting. No proxy shall be valid
after three (3) years from the date of its execution, unless otherwise provided
in the proxy. Every proxy shall be revocable at the pleasure of the Shareholder
executing it, except as otherwise provided by law, and shall be effective upon
written notice to the Secretary of the Corporation. Unless otherwise provided
therein, a proxy filed with the Secretary of the Corporation shall have the
effect of revoking all proxies of prior date.
SECTION 2.09. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of Shareholders.
SECTION 2.10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares outstanding in
the name of another corporation may be voted by such officer, agent or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without transfer of such shares into
his name. Shares standing in the name of a trustee may be voted by such trustee,
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver, without the transfer thereof into his name, if authority be contained
in an appropriate order of the court by which such receiver was appointed.
<Page>
A Shareholder whose shares are pledged shall be entitled to vote such
shares unless and until the shares have been transferred into the name of the
pledgee or, in the transfer by the pledgor on the books of the Corporation, he
has expressly empowered the pledgee to vote thereon, and thereafter the pledgee
shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation shall not be voted,
directly or indirectly, at any meeting and shall not be counted in determining
the total number of outstanding shares at any given time.
SECTION 2.11. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by
law, any action required to be taken at a meeting of the Shareholders, or any
other action which may be taken at a meeting of the Shareholders, may be taken
without a meeting, without prior notice, and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
the outstanding shares entitled to vote with respect to the subject matter
thereof having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. Prompt notice of the taking of the
corporate action by the Shareholders without a meeting, by less than unanimous
written consent, shall be given to those Shareholders who have not consented in
writing.
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. GENERAL POWERS. Subject to limitations of the Certificate of
Incorporation, the Bylaws and the laws of the State of Oklahoma, as to any
action to be authorized or approved by the Shareholders, and subject to the
duties of the Directors as prescribed by the Bylaws all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed and conducted by, the Board of Directors. Without
prejudice to such general power, but subject to the same limitations, it is
hereby expressly declared that the Directors shall have the following powers; to
wit:
First: To select and remove all officers, agents and employees of the
Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, the Certificate of Incorporation or the Bylaws, and
fix their compensation.
Second: To designate any place within or without the State of Oklahoma for
the holding of any Shareholders' meeting or meetings; and to adopt, make
and use a corporate seal; and to prescribe the form of certificates of
stock, and to alter the form of such seal and of such certificates form
time to time, as in their judgment they may deem best, provided such seal
and such certificates shall at all times comply with the provisions of law.
Third: To authorize the issue of shares of stock of the Corporation from
time to time, upon such terms as may be lawful, in consideration of money
<Page>
paid, labor done or services actually rendered debts or securities
canceled, or tangible or intangible property actually received, or in the
case of shares issued as a dividend, against amounts transferred from
surplus to stated capital.
Fourth: To borrow money and incur indebtedness for the purpose of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations or other evidences of debt and
securities therefor.
SECTION 3.02. NUMBER, TENURE AND QUALIFICATIONS. The number of Directors of
the Corporation shall be one or more. The initial Board of Directors shall
consist of four (4) Directors. Thereafter, within the limits above specified,
the number of Directors shall be fixed from time to time by resolution of the
Board of Directors or by the Shareholders at the annual or a special meeting of
Shareholders. A Director is not required to be a Shareholder of the Corporation.
Each Director shall hold office until the next meeting of Shareholders and until
his successor shall have been elected and qualified, or until his death,
resignation, or removal.
SECTION 3.03. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice then this bylaw immediately after, and at the
same place as, the annual meeting of Shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of additional regular
meetings without other notice than such resolution.
SECTION 3.04. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by, or at the request of, the President or a majority of the
Directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.
SECTION 3.05. NOTICE. Notice of any special meeting shall be given at least
five (5) days previously thereto by written notice mailed to each Director at
his business address, or forty-eight (48) hours notice delivered personally or
by telephone or telegraph. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed with postage
thereon prepaid. If notice is given by telegram, such notice shall be deemed to
be delivered when the telegram is delivered to the telegraph company. Any
Director may waive notice of any meeting. The attendance of a Director at a
meeting shall constitute a wavier of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.
SECTION 3.06. QUORUM. A majority of the number of Directors fixed by
Section 3.02 shall constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such majority is present at
a meeting, a majority of
<Page>
the Directors present may adjourn the meeting from time to time without further
notice. When the Board of Directors consists of one (1) Director, as authorized
by the Certificate of Incorporation and these Bylaws, then one (1) Director
shall constitute a quorum.
SECTION 3.07. MANNER OF ACTING. The act of the majority of the Directors
present at a meeting, at which a quorum is present at the inception of the
meeting, shall be the act of the Board of Directors.
SECTION 3.08. ACTION WITHOUT A MEETING. Any action that may be taken by the
Board of Directors at a meeting may be taken without a meeting, if all the
members of the Board of Directors consent thereto in writing, and the writing or
writings are filed with the minutes of the proceedings of the Board of
Directors.
SECTION. 3.09. VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any vacancy or
newly created directorship occurring in the Board of Directors may be filled by
the affirmative vote of a majority of the remaining Directors, though less than
a quorum of the Board of Directors, unless otherwise provided by law. 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 election by the Board of
Directors for a term of office shall continue only until the next election of
Directors by the Shareholders.
SECTION 3.10. COMPENSATION. By resolution of the Board of Directors, each
Director may be paid his expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as Director or a fixed sum
for attendance at each meeting of the Board of Directors, or both. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
SECTION 3.11. PRESUMPTION OF ASSENT. A Director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken, unless
his dissent shall be entered in the minutes of the meeting, or unless he shall
file his written dissent to such action with the person acting as the Secretary
of the meeting before the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a Director
who voted in favor of such action.
SECTION 3.12. PARTICIPATION. Members of the Board of Directors may
participate in a meeting through the use of conference telephone or similar
communication equipment, so long as all members participating in such meeting
can hear one another, and participation in a meeting pursuant to this Section
3.12 shall constitute presence in person at the meeting.
SECTION 3.13. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the Directors of the Corporation. The
Board may designate one
<Page>
or more Directors as alternate members of any committee, who may replace any
absent or disqualified member at a meeting of the committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified form voting, whether or not he 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.
Any such committee shall have and may exercise all the powers and authority
of the Board of Directors in the management of business and affairs of the
Corporation, and may authorize the seal of the Corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation, adopting an
agreement of merger or consolidation with a domestic or foreign corporation,
which is not a parent or subsidiary of the Corporation, recommending to the
Shareholders the sale, lease or exchange of all, or substantially all, of the
Corporation's property and assets, recommending to the Shareholders a
dissolution of the Corporation or a revocation of a dissolution, or amending the
Bylaws. Without a resolution passed by a majority of the Board of Directors, no
committee shall have the power or authority to declare a dividend, authorize the
issuance of stock, or adopt a certificate of ownership and merger with a
subsidiary or parent of the Corporation.
Any committees created shall, to the extent consistent with this Section
3.13, follow the procedures outlined in this Article III.
ARTICLE IV. OFFICERS
SECTION 4.01. NUMBER. The Board of Directors has the authority to elect the
officers of the Corporation, including, but not limited to, a Chairman of the
Board, a President, one or more Vice-Presidents, a Secretary and a Treasurer. In
addition, the Board of Directors may appoint one or more Assistant
Vice-Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers and agents as may from time to time be
deemed necessary in the conduct of the affairs of the Corporation. Any number of
offices may be held by the same person. Such elections shall be made pursuant to
resolutions of the Board of Directors.
SECTION 4.02. REMOVAL. Any officer or agent may be removed by the Board of
Directors whenever, in its judgment, the best interests of the Corporation 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 4.03. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.
<Page>
SECTION 4.04. CHAIRMAN OF THE BOARD. The Board of Directors shall appoint
one of its members to be Chairman of the Board. Unless otherwise designated by
the Board of Directors, by appropriate resolution, the Chairman shall be the
Chief Executive Officer of the Corporation. The Chairman's status as Chief
Executive Officer of the Corporation may, but need not, be reaffirmed by the
Board, by appropriate resolution, annually. In the event any person other than
the Chairman is designated Chief Executive Officer of the Corporation, such
designation shall be made by the Board of Directors, by appropriate resolution,
at a regular or special meeting, and shall continue until such resolution is
revoked, superseded or amended. The Chairman shall preside at all meetings of
the Board of Directors. The Chairman of the Board of shall supervise the
carrying out of all policies adopted or approved by the Board. He shall have
general executive powers, as well as the specific powers conferred by these
Bylaws. He shall also have and may exercise such further powers and duties as
from time to time may be conferred upon, or assigned to, him by the Board of
Directors.
SECTION 4.05. PRESIDENT. The Board of Directors shall elect one of its
members to be President of the Corporation. In the absence of the Chairman, the
President shall preside at any meeting of the Board. The President shall have
general executive powers, and shall have and may exercise any and all other
powers and duties pertaining by law and practice, to the office of President, or
imposed by the Bylaws. In the absence of the Chairman, or in the event of a
vacancy in said office, the President shall assume, and exercise, the duties of
the Chairman. He shall also have and may exercise such further powers and duties
as from time to time may be conferred upon, or assigned to him by the Board of
Directors.
SECTION 4.06. VICE-PRESIDENT. The Vice-President shall perform such duties
as shall from time to time be prescribed by the Board of Directors or the
President, and in the absence of the President shall (if there be more than one
Vice-President, in the order of their seniority), perform the duties of the
President, unless otherwise prescribed by the Board.
SECTION 4.07. TREASURER. The Treasurer shall have custody of the funds and
securities of the Corporation and see that they are deposited in such banks or
trust companies as the Board of Directors or the President shall designate. He
shall have custody of the books of the Corporation and see that therein is
entered regularly a full and accurate account of all monies received and
disbursed by the Corporation, together with such other accounts and records as
may be required, and render such other reports as he may, from time to time, be
called upon to do by the Board of Directors, the Chairman of the Board or the
President.
SECTION 4.08. SECRETARY. The Secretary shall keep minutes of the meetings
of Shareholders, Directors and, when requested, of committees of the Board. He
shall have custody of the stock books of the Corporation, except when placed in
the custody of a Transfer Agent by resolution of the Board of Directors; he
shall have custody of the corporate seal and shall have authority to attest and
affix this seal to instruments of the
<Page>
Corporation. He shall perform such other duties as from time to time may be
prescribed by the Board of Directors, the Chairman of the Board or the
President.
SECTION 4.09. ASSISTANT VICE-PRESIDENT. The Assistant Vice-President shall
perform such duties as shall form time to time be prescribed by the Board of
Directors, the Chairman of the Board, the President, or the Senior
Vice-President.
SECTION 4.10. ASSISTANT TREASURERS. The Assistant Treasurers, in the order
of their seniority, shall act in the absence of the Treasurer, perform all the
duties of the Treasurer, and shall assume such of the Treasurer's minor duties
as that officer from time to time shall delegate to them.
SECTION 4.11. ASSISTANT SECRETARIES. The Assistant Secretaries, in the
order of their seniority, shall act in the absence of the Secretary, perform all
the duties of the Secretary, and shall assume such of the Secretary's minor
duties as that officer from time to time shall delegate to them.
SECTION 4.12. DELEGATION OF DUTIES. In case of the absence or disability of
any officer of the Corporation or for any other reason that the Board of
Directors may deem sufficient, the Board of Directors may, vote of a majority of
the whole Board, delegate, for the time being, the powers or duties, or any of
them, of such officer to any other officer or to any Director.
SECTION 4.13. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
SECTION 4.14. SURETY BOND. If required by the Board of Directors, the
Treasurer, if one is chosen, or if not, the Secretary, shall give the
Corporation a bond (which shall be renewed every six (6) years) in such sum and
with such surety or sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of the office of a Treasurer, and for
the restoration to the Corporation in the case of the Treasurer's (or
Secretary's, as the case may be) death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in the possession or under the control of the Treasurer (or Secretary, as
the case may be) to the Corporation.
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 5.01. CONTRACTS. The Board of Directors may authorize any officer
or Officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confirmed to specific instances.
<Page>
SECTION 5.02. LOANS. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name, unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 5.03. CHECKS AND DRAFTS. All checks, drafts or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.
SECTION 5.04. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation is such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 6.01. CERTIFICATES FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary, or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the corporate seal. Any or all the
signatures on the certificate may be a facsimile. In case any officer, transfer
agent, or registrar who has signed or whose facsimile signature has been placed
upon a certificate, shall have ceased to be such officer, transfer agent, or
registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if the person who signed the certificate was such
officer, transfer agent, or registrar at the date of issue. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation. All certificates surrendered to the Corporation for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost destroyed or mutilated certificate, a
new one may be issued therefor in accordance with Section 6.02.
a. UNCERTIFIED SHARES. The Board of Directors may provide that some
or all of any or all classes or series of stock be uncertified shares. Any
such resolution shall not apply to shares represented by a certificate
until such certificate is surrendered to the Corporation. Notwithstanding
the adoption of such resolution by the Board of Directors, upon request,
every holder of uncertificated shares shall be entitled to have a signed
certificate on behalf of the Corporation representing the number of shares
registered in certificate form.
<Page>
b. FRACTIONAL SHARES. The Corporation shall not be required to issue
certificates representing any fraction or fractions of a share or shares of
any class, but may issue in lieu thereof, one or more scrip certificates in
such form or forms as shall be approved by the Board of Directors, each
representing a fractional interest in respect to one (1) share. Such scrip
certificates, upon presentation together with similar scrip certificates
representing in the aggregate an interest in respect of one or more full
shares, shall entitle the holder thereof to receive one or more full shares
of the class and series, if any, specified in such scrip certificate.
Unless otherwise provided by the terms of the scrip certificate, each
scrip certificate shall entitle the holder thereof to receive dividends, to
participate in the distribution of corporate assets in the event of the
Corporation's liquidation, and to vote the fractional shares in person or
by proxy.
SECTION 6.02. LOST, DESTROYED OR MUTILATED CERTIFICATES. Except as provided
in this Section 6.02, no new certificate for shares shall be issued in lieu of
an old one, unless the latter is surrendered and canceled at the same time. The
Board of Directors may, however, direct a new certificate or certificates to be
issue in place of any certificate or certificates or uncertificated shares
theretofore issued by the Corporation alleged to have been lost, destroyed, or
mutilated, upon making of any affidavit of that fact by the person claiming the
certificates to be lost, destroyed or mutilated. When authorizing such issue of
a new certificate or certificates or uncertificate shares the Board may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, destroyed or mutilated certificate or certificates, or his
legal representative, to publish notice of the same in such manner as it shall
require, and give the Corporation a bond in such sum and with such surety or
sureties as it may direct indemnity against any claim that may be made against
the Corporation with respect to the certificate alleged to have been lost,
destroyed or mutilated.
SECTION 6.03. TRANSFER OF SHARES. Subject to transfer restrictions
permitted by Section 1055 of Title 18 of the Oklahoma Statutes and to stop
transfer orders directed in good faith by the Corporation to any transfer agent
to prevent possible violations of Federal or state securities laws, rule or
regulations, upon surrender to the Corporation or the transfer agent of the
Corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Corporation to issue a new certificate to the person entitled
thereto, cancel the old certificates, and record the transaction upon its books.
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by
<Page>
the Corporation to be the owner thereof for all purposes and the Corporation
shall not be bound to recognize any equitable or other claim or other interest
in such shares on the part of any other person, whether or not the Corporation
shall have express or other notice thereof.
Whenever any transfer of shares shall be made for collateral security and
not absolutely, it shall be expressed in the entry of transfer if, when the
certificates are presented to the Corporation for transfer or uncertificated
shares are requested to be transferred, both the transferor and the transferee
request the Corporation to do so.
a. RESTRICTIONS OF STOCK. The Board of Directors may restrict the
transfer of any stock issued by giving the Corporation, or any Shareholder,
a "first right of refusal to purchase" the stock, by making the stock
redeemable or by otherwise restricting the transfer of the stock under such
terms and in such manner as the Board may deem necessary and, as are not
inconsistent with the Certificate of Incorporation of applicable laws. Any
stock whose transfer is so restricted must carry a legend noted
conspicuously on the certificate setting out the restriction.
b. SECURITIES. Any security of the Corporation, which is issued to
any person without an effective registration under the Securities Act of
1933, as amended, or the Blue Sky laws of any state having jurisdiction,
shall not be transferable, or be the subject of any offer, sale, pledge,
assignment or transfer until the Corporation, it is so requests, has been
furnished with an opinion of owner's counsel satisfactory to counsel for
the Corporation that such offer, sale, pledge, assignment or transfer does
not involve a violation of the Securities Act of 1933, as amended, or the
applicable Blue Sky laws of any state having jurisdiction. The certificate
representing the securities shall bear substantially the following legend:
"The securities represented by this certificate are not registered under
the Securities Act of 1933, as amended (the "Act"), or the Blue Sky laws of
any state, and these shares may not be offered, sold, transferred, pledged
or assigned in the absence of an effective registration under the Act and
applicable Blue Sky laws or, if the Corporation so requests, an opinion of
owner's counsel satisfactory to counsel for the issuer that such offer,
sale, transfer, assignment or pledge does not involve a violation of the
Act or the Blue Sky laws of any state having jurisdiction."
ARTICLE VII. FISCAL YEAR
The fiscal year of the Corporation shall be determined by resolution of the
Board of Directors of the Corporation.
<Page>
ARTICLE VIII. DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Certificate of Incorporation.
Dividends upon the shares of the capital stock of the Corporation may be
declared, to the extent permitted by the laws of the State of Oklahoma and the
Certificate of Incorporation, by the Board of Directors in their discretion at
any regular or special meeting, Dividends may be paid in cash, in property, or
in shares of capital stock.
Before payment of any dividend, there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the Directors may,
from time to time, in their absolute discretion, think proper as a reserve fund
to meet contingencies, for equalizing dividends, or for such other purposes as
the Directors think conducive to the interests of the Corporation, and the
Directors may modify or abolish any such reserve in the manner in which it was
created.
ARTICLE IX. CORPORATE SEAL
The Board of Directors shall provide a corporate seal, which shall be
circular in form and shall have inscribed thereon the name of the Corporation
and the state of incorporation and the words, "Corporate Seal."
ARTICLE X. WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any Shareholder or Director of the Corporation under the provisions of
these Bylaws, the Certificate of Incorporation or by statute, 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 deemed equivalent to the
giving of such notice. The attendance, whether in person or by proxy, of any
Shareholder or Director of the Corporation at a meeting without protesting the
lack of notice of the meeting at the beginning of such meeting, shall constitute
a waiver of notice by such Shareholder or Director.
ARTICLE XI. INDEMNIFICATION AND INSURANCE
SECTION 11.01. RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter, a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a Director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a
<Page>
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans maintained or sponsored by the Corporation
(hereinafter, "Corporate Agent"), whether the basis of such proceedings is
alleged action in an official capacity as a Director or officer of the
Corporation or Corporate Agent or in any other capacity while serving as a
Director, officer, or Corporate Agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Oklahoma General Act, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights that said Act permitted the Corporation
to provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines excise taxes pursuant to the
Employee Retirement Income Security Act of 1974 of penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who.
has ceased to be a Director, officer, or Corporate Agent and shall inure to the
benefit of his or her heirs, executors and administrators; PROVIDED, HOWEVER,
that, except as provided in Section 11.02 hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceedings
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall be a contractual
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
PROVIDED, HOWEVER, that, if the Oklahoma General Corporation Act requires, the
payment of such expenses incurred by a Director of officer in advance of the
final disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
Director or officer is not entitled to be indemnified under this Section or
otherwise. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and other agents of the Corporation with the same
scope and effect as the foregoing indemnification of Directors, officers, and
Corporate Agents.
SECTION 11.02. RIGHT OF CLAIMANT TO BRING SUIT. If a claim under Section
11.01 of this Section is not paid in full by the Corporation within thirty days
after a written claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against Corporation to recover the unpaid amount
of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such claim. It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where required undertaking, if any is required, has been tendered to
the Corporation) that the claimant has not met the standard of conduct which
makes it permissible under the Oklahoma General Corporation Act for the
Corporation to indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
<Page>
forth in the Oklahoma General Corporation Act, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
SECTION 11.03. NON-EXCLUSIVITY OF RIGHTS. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of this Certificate of Incorporation, Bylaws agreement, vote of
stockholders or disinterested Directors, or otherwise.
SECTION 11.04. INSURANCE. The Corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Oklahoma General Corporation Act.
ARTICLE XII. AMENDMENTS
These Bylaws may be amended, altered, changed or repealed by the
affirmative vote of a majority of the shares issued and outstanding, and
entitled to vote thereat, at any regular or special meeting of the Shareholders,
if notice of the proposed amendment, alteration, change or repeal be contained
in the notice of the meeting, or by the affirmative vote of the majority of the
Board of Directors at any regular or special meeting of the Board of Directors;
provided, however, the Board of Directors shall have no power to adopt, amend or
alter any bylaws fixing their number, qualifications, classifications, term of
officer, or the right of the Shareholders to remove them from office.
The above and foregoing Bylaws were adopted this April 22, 1999.
/s/ Cheryl Hewett
------------------------------------
Cheryl Hewett, Secretary