BYLAWS
OF
CONTINENTAL CRUDE CO.
July 1, 1998
Page
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Article I - Shareholders' Meetings ........................ 1
Section 1 - Annual Meeting .............................. 1
Section 2 - Special Meetings ............................ 1
Section 3 - Notice of Meetings .......................... 1
Section 4 - Quorum ...................................... 2
Section 5 - Voting ...................................... 2
Section 6 - List of Shareholders ........................ 2
Section 7 - Action by Written Consent of Shareholders ... 2
Section 8 - Order of Business............................ 3
Article II - Directors .................................... 3
Section 1 - Powers ...................................... 3
Section 2 - Number ...................................... 3
Section 3 - Vacancies.................................... 3
Section 4 - Place of Meetings ........................... 3
Section 5 - Regular Meetings ............................ 3
Section 6 - Special Meetings ............................ 3
Section 7 - Quorum ...................................... 4
Section 8 - Presence at Meeting ......................... 4
Section 9 - Action Without Meeting ...................... 4
Section 10- Committees of the Board ..................... 4
Section 11- Compensation ................................ 5
Section 12- Advisory Directors .......................... 5
Article III - Officers and Employees ...................... 5
Section 1 - Election .................................... 5
Section 2 - Term, Removal and Vacancies ................. 5
Section 3 - Chairman of the Board ....................... 5
Section 4 - Chief Executive Officer ..................... 6
Section 5 - President ................................... 6
Section 6 - Vice Presidents ............................. 7
Section 7 - Secretary ................................... 7
Section 8 - Treasurer ................................... 7
Section 9 - Divisional Officers ......................... 7
Article IV - Stock Certificates and Transfer Books ........ 7
Section l - Certificates ................................ 7
Section 2 - Record Ownership ............................ 8
Section 3 - Transfer Agent and Registrar................. 8
Section 4 - Lost Certificates ........................... 8
Section 5 - Transfer of Stock ........................... 8
Section 6 - Fixing Date for Determination of Share-
holders of Record ........................ 9
Article V - General Provisions ............................ 9
Section 1 - Offices ..................................... 9
Section 2 - Voting of Stock ............................. 9
Section 3 - Notices ..................................... 9
Section 4 - Waiver of Notice ............................ 10
Article VI - Indemnification of Officers,
Directors, Employees and Agents ........... 10
Section 1 - Actions Other Than in the Right of the
Corporation ............................... 10
Section 2 - Actions by or in the Right of the
Corporation ............................... 10
Section 3 - Advancement of Expenses ..................... 11
Section 4 - Insurance ................................... 11
Section 5 - Indemnification Required .................... 11
Section 6 - Entitlement; Nonexclusivity ................. 11
Article VII - Amendments .................................. 12
ii
BYLAWS
OF
CONTINENTAL CRUDE CO.
ARTICLE I
SHAREHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders for the election
of directors and the transaction of such other business as may properly come
before the meeting shall be held at 10:00 a.m. on the first Tuesday in the month
of December of each year or at such other time as shall be determined by the
board of directors. If the day fixed for the annual meeting is a legal holiday,
such meeting shall be held on the next succeeding business day. The meeting
shall be held at the principal offices of the corporation or at such other place
as shall be determined by a majority of the directors.
SECTION 2. SPECIAL MEETINGS. Special meetings of shareholders may be called by
the board of directors, or by the president, and shall be held at such places,
within or without the State of Oklahoma, as may be specified in the call of any
meeting. Further, the president, or in his absence, the secretary, shall call a
special meeting at the request in writing of shareholders owning not less than a
majority of the entire capital stock of the corporation issued and outstanding
and entitled to vote, provided that such request states the purpose or purposes
for the proposed meeting.
SECTION 3. NOTICE OF MEETINGS. Unless otherwise provided in the Oklahoma
General Corporation Act, written notice of every meeting of shareholders stating
the place, date, hour and, in the case of a special meeting, purposes thereof,
shall, except when otherwise required by law, be given not less than two (2) nor
more than sixty (60) days before the date of the meeting to each shareholder
entitled to vote thereat; provided that such notice may be waived in writing,
signed by the person entitled to notice either before or after the time stated
therein. Neither the business to be transacted at nor the purpose of any
meeting need be specified in such written waiver of notice.
At any meeting at which a quorum of shareholders is present, in person
or represented by proxy, the chairman of the meeting or the holders of the
majority of the shares of stock present or represented by proxy may adjourn from
time to time until the meeting's business is completed. At the adjourned
meeting, the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting. Otherwise, no notice need be
given.
If mailed, notice shall be deemed to be given when deposited in the
United States mail, addressed to the shareholder at his address as it appears on
the records of the corporation, with postage thereon prepaid.
SECTION 4. QUORUM. The holders of a majority of the shares of stock entitled
to vote, present in person or by proxy, shall, except as otherwise provided by
law, constitute a quorum for the transaction of business at all meetings of the
shareholders.
SECTION 5. VOTING. Each shareholder shall at every meeting of shareholders be
entitled to one vote, in person or by proxy, for each share of stock having
voting power held by such shareholder. Unless otherwise provided by law, no
proxy shall be voted on after three years from its date unless the proxy
provides for a longer period. All matters other than elections shall be decided
by a majority of the votes in person or by proxy, except as otherwise required
by the laws of Oklahoma. All elections of directors shall be decided by a
plurality.
SECTION 6. LIST OF SHAREHOLDERS. Unless otherwise provided in the Oklahoma
General Corporation Act, at least ten days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
shareholder, and the number of shares registered in the name of each
shareholder, shall be prepared by the officer in charge of the stock ledger.
Such list shall be open to the examination of any shareholder, for any
purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, 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 also be produced and kept at the time and place of the
meeting during the whole time thereof and may be inspected by any shareholder
who is present. The stock ledger shall be the only evidence as to who are
shareholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote in person or by proxy at
any meeting of shareholders.
SECTION 7. ACTION BY WRITTEN CONSENT OF SHAREHOLDERS. Any action required or
permitted to 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 outstanding
stock having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted. The board of
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directors may fix, in advance, the record date for determining shareholders
entitled to express consent to corporate action in writing without a meeting,
which shall not be more than sixty (60) days prior to the taking of such
action. Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those shareholders who
have not consented in writing.
SECTION 8. ORDER OF BUSINESS. The chairman of the meeting shall determine the
order of business and the procedure at the meeting, including regulation of the
manner of voting and the conduct of discussion.
ARTICLE II
DIRECTORS
SECTION 1. POWERS. The business and affairs of the corporation shall be
managed by or under the direction of its board of directors.
SECTION 2. NUMBER. The number of directors which shall constitute the entire
board shall not be less than two (2) nor more than nine (9) and shall consist of
three (3) directors until, within the limits above specified, a different number
of directors, which shall constitute the whole board, shall be determined by
resolution of the board.
SECTION 3. VACANCIES. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next annual election of the class for which
each such director has been chosen and until his successor is duly elected and
qualified, or until his earlier resignation or removal.
SECTION 4. PLACE OF MEETINGS. Board meetings may be held at such places,
within or without the State of Oklahoma, as stated in these bylaws or as the
board may from time to time determine or as may be specified in the call of any
meetings.
SECTION 5. REGULAR MEETINGS. The annual meeting of the board shall be held
without call or notice immediately after and at the same general place as the
annual meeting of the shareholders, for the purpose of electing officers and
transacting any other business that may properly come before the meeting.
Additional regular meetings of the board may be held without call or notice at
such place and at such time as shall be fixed by resolution of the board but in
the absence of such resolution shall be held upon call by the president or a
majority of directors.
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SECTION 6. SPECIAL MEETINGS. Special meetings of the board may be called by
the chairman of the board or the president or by a majority of the directors
then in office. Notice of special meetings shall be given to each director at
least two (2) days before the meeting. Such notice shall set forth the time and
place of such meeting, but need not, unless otherwise required by law, state the
purposes of the meeting. A majority of the directors present at any meeting may
adjourn the meeting from time to time without notice other than announcement at
the meeting.
SECTION 7. QUORUM. A majority of the total number of directors, excluding any
vacancies, shall constitute a quorum for the transaction of business at any
meeting of the board; provided, however, that in no event shall a number which
is less than one-third (1/3) of the total number of directors constitute a
quorum. If at any meeting a quorum is not present, a majority of the directors
present may adjourn the meeting from time to time without notice other than
announcement at the meeting until a quorum is present. The act of a majority of
directors present in person at a meeting at which a quorum is present shall be
the act of the board of directors.
SECTION 8. PRESENCE AT MEETING. Members of the board of directors, or of any
committee thereof, may participate in a meeting of such board or committee by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other, and such
participation shall be deemed presence in person at such meeting.
SECTION 9. ACTION WITHOUT MEETING. Any action required or permitted to be
taken at any meeting of the board of directors, or of any committee thereof, may
be taken without a meeting if all members of the board or such committee, as the
case may be, consent thereto in writing, and such written consent is filed with
the minutes of the proceedings of the board or such committee.
SECTION 10. COMMITTEES OF THE BOARD. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each such committee to consist of one or more of the directors
of the corporation and have such name or names as may be determined from time
to time by resolution adopted by the board. The board may designate one or
more directors as alternate members of any committee who may replace any
absent or disqualified member at any meeting of the committee. Any such
committee, to the extent provided in the resolution, shall have and may
exercise the powers of the board of directors in the management of the
business and affairs of the corporation, and generally perform such duties
and exercise such powers as may be directed or delegated by the board of
directors from time to time, and, furthermore, may authorize the seal of the
corporation to be
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affixed to all papers which may require it. In the absence or
disqualification of any member of such committee or committees, the member or
members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint
another member of the board to act at the meeting in the place of such absent
or disqualified member. Each such committee shall keep regular minutes of
its proceedings and report the same to the board of directors as and when
required.
SECTION 11. COMPENSATION. Each director shall be reimbursed for reasonable
expenses incurred in attending any meeting of the board or of any committee of
which such director shall be a member. The board may by resolution allow
reasonable fees to some or all of the directors for attendance at any board or
committee meeting. No such payment shall preclude any directors from serving
the corporation in any other capacity and receiving compensation therefor.
SECTION 12. ADVISORY DIRECTORS. The board of directors may appoint individuals
who may but need not be directors, officers, or employees of the corporation to
serve as members of an advisory board of directors of the corporation and may
fix fees or compensation for attendance at meetings of any such advisory boards.
The members of any such advisory board may adopt and from time to time may amend
rules and regulations for the conduct of their meetings and shall keep minutes
which shall be submitted to the board of directors of the corporation. The term
of office of any member of the advisory board of directors shall be at the
pleasure of the board of directors and shall expire the day of the annual
meeting of the shareholders of the corporation. The function of any such
advisory board of directors shall be to advise with respect to the affairs of
the corporation.
ARTICLE III
OFFICERS AND EMPLOYEES
SECTION 1. ELECTION. At the annual meeting of the board, there shall be
elected 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 chairman of the board, chief
executive officer, a president, one or more vice presidents (who may be
designated by different classes), a secretary, a treasurer and other
officers. No officer need be a director. Two or more offices may be held by
the same person.
SECTION 2. TERM, REMOVAL AND VACANCIES. All officers shall serve at the
pleasure of the board. Any officer elected or appointed by the board may be
removed at any time by the board whenever in its
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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. A vacancy in any office shall be filled by the board
of directors.
SECTION 3. 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 4. 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 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 5. 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 the president shall be the chief executive
officer of the corporation with the powers and duties provided in Article
III, Section 4, 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
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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 6. VICE PRESIDENTS. A vice president shall perform such duties as may
from time to time be assigned to him by the board or by the chairman or the
president. In the absence or inability to act of the president, the vice
president (or if there is more than one vice president, in the order designated
by the board and, absent such designation, in the order of their first election
to that office) shall perform the duties and discharge the responsibilities of
the president.
SECTION 7. SECRETARY. The secretary shall be the keeper of the corporate
records, and shall give notice of, attend, and record minutes of meetings of
shareholders and directors. He shall, in general, perform all duties incident
to the office of secretary and such other duties as may be assigned to him by
the board or by the president. The assistant secretaries, if any, shall have
such duties as shall be delegated to them by the secretary and, in the
absence of the secretary, the senior of them present shall discharge the
duties of the secretary.
SECTION 8. TREASURER. The treasurer shall be responsible for (i) the custody
and safekeeping of all of the funds and securities of the corporation, (ii) the
receipt and deposit of all moneys paid to the corporation, (iii) where necessary
or appropriate, the endorsement for collection on behalf of the corporation of
all checks, drafts, notes and other obligations payable to the corporation, (iv)
the disbursement of funds of the corporation under such rules as the board may
from time to time adopt, (v) maintaining the general books of account of the
corporation, and (vi) the performance of such further duties as are incident to
the office of treasurer or as may be assigned to him by the board or by the
president. The assistant treasurers, if any, shall have such duties as shall be
delegated to them by the treasurer, and in the absence of the treasurer, the
senior one of them present shall discharge the duties of the treasurer.
SECTION 9. DIVISIONAL OFFICERS. The board may from time to time appoint
officers of various divisions of the corporation. Divisional officers shall
not by virtue of such appointment become officers of the corporation.
Subject to the direction of the president of the corporation, the president
of a division shall have general charge, control and supervision of all the
business operations of his division, and the other divisional officers shall
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have such duties and authority as may be prescribed by the president of the
division.
ARTICLE IV
STOCK CERTIFICATES AND TRANSFER BOOKS
SECTION 1. CERTIFICATES. Every shareholder shall be entitled to have a
certificate in such form as the board shall from time to time approve, signed
by, or in the name of the corporation by (i) the chairman of the board, if
any, the president or any vice president and (ii) the treasurer, or assistant
treasurer, or the secretary or an assistant secretary, certifying the number
of shares owned by him in the corporation. During the time in which the
corporation is authorized to issue more than one class of stock or more than
one series of any class, there shall be set forth on the face or back of each
certificate issued a statement that the corporation will furnish without
charge to each shareholder who so requests, the designations, preferences and
relative, participating, option or other special rights of each class of
stock or series thereof of the corporation and the qualifications,
limitations or restrictions of such preferences and/or rights.
The signatures of any of the officers on a certificate may be
facsimiles. In case any officer who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with
the same effect as if he were such officer at the date of issue.
SECTION 2. RECORD OWNERSHIP. A record of the name and address of the holder
of each certificate, the number of shares represented thereby, and the date
of issue thereof shall be made on the corporation's books. The corporation
shall be entitled to treat the holder of record of any share or shares of
stock as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in any share on the
part of any other person, whether or not it shall have express or other
notice thereof, except as required by the laws of Oklahoma.
SECTION 3. TRANSFER AGENT AND REGISTRAR. The corporation may maintain one
or more transfer offices or agencies, each in charge of a transfer agent
designated by the board, where the shares of stock of the corporation shall
be transferable. The corporation may also maintain one or more registry
offices, each in charge of a registrar designated by the board, wherein such
shares of stock shall be registered. To the extent authorized by the board,
the same entity may serve both as a transfer agent and registrar.
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SECTION 4. LOST CERTIFICATES. Any person claiming a stock certificate in
lieu of one lost, stolen, mutilated or destroyed shall give the corporation
an affidavit as to his ownership of the certificate and of the facts which go
to prove its loss, theft, mutilation or destruction. He shall also, if
required by the board, give the corporation a bond, in such form as may be
approved by the board, sufficient to indemnify the corporation against any
claim that may be made against it on account of the alleged loss or theft of
the certificate or the issuance of a new certificate.
SECTION 5. TRANSFER OF STOCK. Transfer of shares shall, except as provided
in Section 4 of this Article IV, be made on the books of the corporation only
by direction of the person named in the certificate or his attorney, lawfully
constituted in writing, and only upon surrender for cancellation of the
certificate therefor, duly endorsed or accompanied by a written assignment of
the shares evidenced thereby.
SECTION 6. FIXING DATE FOR DETERMINATION OF SHAREHOLDERS OF RECORD.
(a) In order that the corporation may determine the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to any corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the board may fix, in advance, a record date,
which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meetings, nor more than sixty (60) prior to any other action.
(b) A determination of shareholders of record entitled to notice of and
to vote at a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the board may fix a new record date for the
adjourned meeting.
ARTICLE V
GENERAL PROVISIONS
SECTION 1. OFFICES. The principal office of the corporation shall be
maintained in Enid, Oklahoma, or at such other place as the board may
determine. The corporation may have such other offices as the board may from
time to time determine.
SECTION 2. VOTING OF STOCK. Unless otherwise ordered by the board, the
chairman of the board, if any, the president or any
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vice president shall have full power and authority, in the name and on behalf
of the corporation, to attend, act and vote at any meeting of shareholders of
any company in which the corporation may hold shares of stock, and at any
such meeting shall possess and may exercise any and all rights and powers
incident to the ownership of such shares and which, as the holder thereof,
the corporation might possess and exercise if personally present, and may
exercise such power and authority through the execution of proxies or may
delegate such power and authority to any other officer, agent or employee of
the corporation.
SECTION 3. NOTICES. Unless otherwise provided herein, whenever notice is
required to be given, it shall not be construed to require personal notice, but
such notice may be given in writing by depositing the same in the United States
mail, addressed to the individual to whom notice is being given at such address
as appears on the records of the corporation, with postage there on prepaid.
Such notice shall be deemed to be given at the time when the same shall be thus
deposited.
SECTION 4. WAIVER OF NOTICE. Whenever any notice is required to be given, a
waiver thereof in writing, signed by the person or persons entitled to the
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE VI
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS
SECTION 1. ACTIONS OTHER THAN IN THE RIGHT OF THE CORPORATION. The
corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture
or other enterprise against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
The termination of any action, suit or proceeding 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 did not act in good
faith and
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in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation and with respect to any criminal action
or proceeding had reasonable cause to believe that his conduct was unlawful.
SECTION 2. ACTIONS BY OR IN THE RIGHT OF THE CORPORATION. The corporation
shall indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses (including
attorney's fees) actually and reasonably incurred by him in connection with
the defense or settlement of such action or suit, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation; except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that
the court in which such action or suit was brought shall determine, upon
application, that despite the adjudication of liability, but in the view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
SECTION 3. ADVANCEMENT OF EXPENSES. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the corporation in advance of
the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to repay
such amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation as authorized herein.
SECTION 4. INSURANCE. The corporation may purchase (upon resolution duly
adopted by the board of directors) and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability.
SECTION 5. INDEMNIFICATION REQUIRED. To the extent that a director, officer,
employee or agent of the corporation has been successful on the merits or
otherwise in defense of any action,
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suit, or proceeding referred to herein or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
SECTION 6. ENTITLEMENT; NONEXCLUSIVITY. Every such person shall be
entitled, without demand by him upon the corporation or any action by the
corporation, to enforce his right to such indemnity in an action at law
against the corporation. The right of indemnification and advancement of
expenses hereinabove provided shall not be deemed exclusive of any rights to
which any such person may now or hereafter be otherwise entitled and
specifically, without limiting the generality of the foregoing, shall not be
deemed exclusive of any rights pursuant to statute or otherwise, of any such
person in any such action, suit or proceeding to have assessed or allowed in
his favor against the corporation or otherwise, his costs and expenses
incurred therein or in connection therewith or any part thereof.
ARTICLE VII
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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