AMENDED AND RESTATED
BYLAWS
OF
CONTINENTAL GAS, INC.
MAY 13, 1998
ARTICLE I. OFFICES
The principal office of the Corporation in the State of Oklahoma shall
be located in the City of Enid, County of Garfield. The Corporation may have
such other offices, either with-in 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 1. ANNUAL MEETING. The annual meeting of the Shareholders
shall be held on the first Tuesday in the month of December in each year, at the
hour of 10:00 o'clock a.m., 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 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.
SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders,
for any purpose or purposes, may be called by the President or by the Board
of Directors, and shall be called by the President or at the request of the
holders of a majority of all the outstanding shares of the Corporation
entitled to vote at the
meeting.
SECTION 3. PLACE OF MEETING. Meetings of the shareholders of the
Corporation shall be held at the principal office of the Corporation or at any
other place, within or without the State of Oklahoma, designated by the
President of the Corporation upon his receiving such a request in writing from
the holders of a majority of the outstanding shares of the Corporation.
SECTION 4. NOTICE OF MEETING. 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 two (2) days before the date of the meeting, either personally or by mail,
by or at the direction of the President, or the Secretary, or the officer or
persons calling the meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail, addressed to the
shareholders at his address as it appears on the stock transfer book of the
Corporation, with postage thereon prepaid. Notice of any meeting may be waived
in writing by any shareholder or by his attendance at the meeting. Such written
waiver may be given before or after the meeting and shall be filed with
Secretary.
SECTION 5. ADJOURNED MEETINGS. If any meeting of the shareholders
be adjourned for not more than forty (40) days, no notice as to such adjourned
meeting need be given other than announcement at the meeting at which such
adjournment is taken.
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SECTION 6. DETERMINATION OF VOTERS. Each shareholder shall be
entitled to one vote for each share of stock standing in his or her name on the
books of the Corporation ten (10) days prior to any such meeting. The stock
ledger shall be the only evidence as to who are shareholders who are entitled to
vote at any adjournment of any such meeting or to receive notice of the meeting,
notwithstanding any transfer of any share on the books of the Corporation after
said date.
SECTION 7. VOTING LISTS. On the day of any meeting of the
shareholders, the Secretary shall have available for inspection at the place of
meeting the share ledger which shall show in alphabetical order all persons
entitled to represent shares at the meeting.
SECTION 8. QUORUM. A majority of the outstanding shares of the
Corporation entitled to vote, represented in person to by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum.
SECTION 9. PROXIES. At all meetings of shareholders, a
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shareholder may vote by proxy executed in writing by the shareholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the secretary
of the Corporation before or at the time of the meeting.
SECTION 10. 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 without 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.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS. The business and affairs of the
Corporation shall be managed by its Board of Directors.
SECTION 2. NUMBER, ELECTION, TENURE AND QUALIFICATIONS. The
number of directors which shall constitute the entire board shall not be less
than one (1) nor more than nine (9), and shall consist of two (2) directors
until, within the limits above specified, a different number of directors,
which shall constitute the wholte board, shall be determined by resolution of
the board. Each director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified. At
each annual meeting of shareholders, the shareholders shall elect directors for
the ensuing year.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately after,
and at the same place as, the annual
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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 4. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by or at the request of the President or any one (1)
director. 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 5. NOTICE. Notice of any special meeting shall be given
at least two (2) days previously thereto by written notice delivered personally
or mailed to each director at his business address. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail so
addressed, with postage thereon prepaid. Any directors may waive notice of any
meeting either before or after such meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.
SECTION 6. QUORUM. A majority of the number of directors fixed by
Section 2 of this Article III 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 the directors present may
adjourn the meeting from time to time without further notice. The act of the
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majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 7. ACTION WITHOUT A MEETING. Any action which might be
taken at a meeting of the Board of Directors may be taken without a meeting if a
record or memorandum thereof be made in writing and signed by all members of the
Board.
SECTION 8. VACANCIES. Any vacancy 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 for the Board of Directors. A director
elected to fill a vacancy shall be elected for the unexpired term of his
predecessor in office.
SECTION 9. 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. Any director
may also serve the Corporation in any other capacity and receive compensation
therefor.
SECTION 10. REMOVAL. The entire Board of Directors or any
individual director may be removed from office, with or without cause, by a vote
of the shareholders holding a majority of the outstanding shares entitled to
vote at any annual or special meeting of shareholders. In the event anyone or
more directors are so removed, new directors may be elected at the same meeting.
SECTION 11. INTERESTED DIRECTOR. Any director who
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also serves the Corporation in some other office or capacity shall be
entitled to vote upon his own salary and such vote shall be counted as the
votes of other directors are counted.
SECTION 12. ANNUAL REPORT. The Board of Directors shall not be
required to furnish an annual report to the shareholders.
SECTION 13. POST-INCORPORATION SUBSCRIPTION. The Board of
Directors shall have authority and power to act upon post-incorporation
subscriptions.
ARTICLE IV. OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be such
officers as may be necessary to enable the corporation to sign instruments
and stock certificates which comply with the Oklahoma General Corporation
Act. Such officers may include a Chief Executive Officer, a President, one or
more Vice-Presidents (who may be designated by different classes), a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two (2)
or more offices may be held by the same person, except for President and
Secretary. None of the officers, except the President, need be directors.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the
Corporation to be elected by the Board of Directors shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the
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shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as convenient may be. Each
officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
SECTION 3. 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 would be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Any officer or agent may be removed by a vote of the shareholders
of a majority of the outstanding shares, with or without cause.
SECTION 4. 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.
SECTION 5. CHAIRMAN OF THE BOARD. The chairman of the board, if
one has been elected, shall preside at all meetings of the board, shareholders
and committees of which he is a member. He shall have such powers and perform
such duties as may be authorized by the board of directors.
SECTION 6. CHIEF EXECUTIVE OFFICER. If the board of directors has
elected a chairman of the board, it may designate the chairman of the board as
the chief executive officer of the
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corporation. If no chairman of the board has been elected, or in his absence
or inability to act, or if no such designation has been made by the board of
directors, the president shall be the chief executive officer of the
corporation. The chief executive officer shall (i) have the overall
supervision of the business of the corporation and shall direct the affairs
and policies of the corporation, subject to any directions which may be given
by the board of directors, (ii) shall have authority to designate the duties
and powers of officers and delegate special powers and duties to specified
officers, so long as such designations shall not be inconsistent with the
laws of the State of Oklahoma, these bylaws or action of the board of
directors, and shall in general have all other powers and shall perform all
other duties incident to the chief executive officer of a corporation and
such other powers and duties as may be prescribed by the board of directors
from time to time.
SECTION 7. PRESIDENT. If the board of directors has elected a
chairman of the board and designated such officer as the chief executive officer
of the corporation, the president shall serve as chief operating officer and be
subject to the control of the board of directors and the chairman of the board.
He shall have such powers and perform such duties as from time to time may be
assigned to him by the board of directors or the chairman of the board. If the
board of directors has not elected a chairman of the board, or if one has been
elected and has not been designated the chief executive officer of the
corporation, then
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the president shall be the chief executive officer of the corporation with
the powers and duties provided in Article IV, Section 7, of these bylaws. In
any event, the president shall have the power to execute, and shall execute,
bonds, deeds, mortgages, extensions, agreements, modification of mortgage
agreements, leases and contracts or other instruments of the corporation
except where required or permitted by law to be otherwise signed and executed
and except where the signing and execution thereof shall be expressly
delegated by the board of directors or by the president to some other officer
or agent of the corporation. The president may sign with the secretary or an
assistant secretary, certificates for shares of stock of the corporation, the
issuance of which shall have been duly authorized by the board of directors,
and shall vote, or give a proxy to any other person to vote, all shares of
the stock of any other corporation standing in the name of the corporation.
The president, in general, shall have all other powers and shall perform all
other duties as may be prescribed by the board of directors from time to time.
SECTION 8. VICE-PRESIDENT. In the absence of the President or in
the event of his death, inability or refusal to act, the Vice-President (or if
there is more than one vice president, in the order designated by the board,
absent such designation, in the order of their first election to that office)
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the
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restrictions upon the President. The Vice-President shall perform such other
duties as from time to time may be assigned to him by the Chairman of the
Board, by the President or by the Board of Directors.
SECTION 9. SECRETARY. The Secretary shall: (a) keep the minutes
of the shareholders and of the Board of Directors that all notices are duly
given in accordance with the provisions of these bylaws or as required by law;
(b) be custodian of the corporate records and that the seal of the Corporation
is affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized; and (c) in general, perform all duties as
from time to time may be assigned to him by the President or by the Board of
Directors.
SECTION 10. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit of all such
moneys in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Articles
VI of these bylaws; (b) keep correct and complete records of account showing the
financial condition of the Corporation and furnish a financial statement of
financial condition whenever
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requested by the Board of Directors; and (c) in general perform all of the
duties as from time to time may be assigned to him by the President or by the
Board of Directors.
SECTION 11. SALARIES. The salaries of the Officers shall be fixed
from time to time by the Board of Directors and no officers shall be
prevented from receiving such salary by reason of the fact that he is also a
director of the Corporation.
ARTICLE V. INDEMNIFICATION OF DIRECTORS,
OFFICERS AND EMPLOYEES
The Corporation shall indemnify any director, officer, or employee, or
former directors, officers, or employees of the Corporation, or any person who
may have served at its request as director, officer, or employee of another
corporation in which it owns shares of stock, or of which it is a creditor,
against expenses actually and necessarily incurred by him in connection with the
defense of any action, suit or proceeding in which he is made a party by reason
of being or having been such director, officer, or employee, except in relation
to matters as to which he shall adjudge in such action, suit, or proceeding to
be liable for negligence or misconduct in the performance of duty. The
Corporation may also reimburse to any director, officer, or employee the
reasonable costs of settlement of any such action, suit, or proceeding, if it
shall be found by a majority of a committee composed of the directors not
involved in the matter in controversy (whether or not a quorum) that it was to
the interests of the Corporation that such settlement be made and that such
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director, officer, or employee was not guilty of negligence or misconduct. Such
rights or indemnification and reimbursement shall not be deemed exclusive of any
other right to which such director, officer, or employee may be entitled under
bylaw, agreement, vote of shareholders, or otherwise.
ARTICLE VI. NEGOTIABLE INSTRUMENTS,
DEEDS AND CONTRACTS
SECTION 1. EXECUTION OF NEGOTIABLE INSTRUMENTS. All checks,
drafts, notes, bonds, bills of exchange and orders for the payment of money of
the Corporation shall, unless otherwise directed by the Board of Directors, or
unless otherwise required by laws, be signed by any two of the following
officers: President, Vice-President, Treasurer, Assistant Treasurer, Secretary,
Assistant Secretary.
SECTION 2. EXECUTIVE OF DEEDS, CONTRACTS, ETC. Subject always to
the specific directions of the Board of Directors, all deeds and mortgages made
by the Corporation and all other written contracts and agreements to which the
Corporation shall be a party shall be executed in its name by the President or
the Vice-President and attested by the Secretary, or an Assistant Secretary; and
the Secretary or an Assistant Secretary, when necessary or required, shall affix
the Corporate seal thereto.
SECTION 3. DEPOSITS. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
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ARTICLE VII. CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. 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 so to do. All certificates for shares shall be consecutively numbered
or otherwise identified. The name and address of the person to whom the shares
and dates of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be cancelled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and cancelled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. TRANSFER OF SHARES. 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 hereunto 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 the Corporation to be
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the owner thereof for all purposes.
SECTION 3. RESTRICTIONS ON TRANSFERS. Any transfer of stock of
the Corporation, whether inter vivos, testate to by operation of law, shall be
made only in the following manner;
(a) The transferor must first offer to the Corporation the
right to redeem such shares upon the affirmative vote of a majority of the Board
of Directors.
(b) If said offer, as provided in (a), is refused, the
transferor must offer the stock to the other shareholders of the Corporation
according to their proportionate holdings.
(c) If said offers as provided in (a) and (b) are refused,
the transferor must offer the stock to any of the shareholders who may wish to
purchase same.
(d) The consideration to be paid for transfers in
accordance with (a), (b) and (c) shall be an amount equal to the proportion of
the total fair market value of the assets of the Corporation which such stock
bears to the total number of outstanding shares or the fair market value of said
stock at the time of transfer, whichever is lesser.
ARTICLE VIII. FISCAL YEAR
The fiscal year of the Corporation shall begin on the 1st day of
January and end on the 31st day of December in each year.
ARTICLE IX. DIVIDENDS
SECTION 1. DECLARATION. The Board of Directors may from
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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 CertificateIncorporation.
SECTION 2. DETERMINATION OF SHAREHOLDERS ENTITLED TO DIVIDENDS.
The Board of Directors shall fix a time, not exceeding forty (40) days preceding
date of payment, as a record date for the determination of shareholders entitled
to dividends, and only registered shareholders on the date so fixed shall be
entitled to such dividends, notwithstanding any transfers of any shares on the
books of the Corporation after the record date.
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. AMENDMENTS
These bylaws may be altered, amended or repealed or new bylaws may be
adopted in accordance with the Corporation's Certificate of Incorporation and
the Oklahoma General Corporation Act.
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