Exhibit 3(ii)
BYLAWS
OF
RPC ENERGY SERVICES, INC.
OFFICES
FIRST: The executive offices of RPC Energy Services, Inc. (the
"Corporation") shall be located at 2170 Piedmont Road, N.E., in the City of
Atlanta, GA. The registered office in the State of Delaware is located at 32
Lockerman Square, Suite L-100, in the city of Dover, County of Kent, and the
registered agent in charge of said office shall be the Prentice-Hall Corporation
System, Inc.
CORPORATE SEAL
SECOND: The corporate seal shall have inscribed thereon the name of the
Corporation and the year and state of its incorporation.
MEETINGS OF STOCKHOLDERS
THIRD: The annual meeting of stockholders for the election of directors
shall be held on the fourth Tuesday of April at such office of the Corporation
as may be designated by the Board of Directors and included in the notice of
such meeting, in each year, or if that day be a legal holiday, on the next
succeeding day not a legal holiday, at which meeting they shall elect by ballot,
by plurality vote, a board of directors and may transact such other business as
may come before the meeting.
Special meetings of the stockholders may be called at any time by the
chairman and shall be called by the chairman or secretary on the request in
writing or by vote of a majority of the directors or at the request in writing
of stockholders of record owning a majority in the amount of the capital stock
outstanding and entitled to vote.
All such special meetings of the stockholders shall be held at such
place or places, within or without the State of Delaware, as may from time to
time be fixed by the board
of Directors or as shall be specified and fixed in the respective notices or
waivers of notice thereof.
Each stockholder of each class entitled to vote shall, at every meeting
of the stockholders be entitled to one vote in person or by proxy, signed by
him, for each share of voting stock held by him, but no proxy shall be voted
after the meeting of stockholders for which such proxy was solicited and which
has been adjourned sine die. Such right to vote shall be subject to the right of
the board of directors to fix a record date for voting stockholders as
hereinafter provided and if the directors shall not have exercised such right,
no share of stock which shall have been transferred on the books of the
Corporation within twenty days next preceding such election shall be voted on at
any election for directors.
Notice of all meetings shall be mailed by the secretary to each
stockholder of record entitled to vote, at his or her last known post office
address, not less than ten nor more than sixty days before any annual or special
meeting.
The holders of a majority of each class of stock outstanding and
entitled to vote shall constitute a quorum, but the holders of a smaller amount
may adjourn from time to time without further notice until a quorum is secured.
DIRECTORS
FOURTH: The property and business of this Corporation shall be managed
by a board of not less than six (6) nor more than eleven (11) directors; except
that where all the shares of Common Stock of the Corporation are owned
beneficially and of record by one stockholder, the property and business of the
Corporation may be managed by a sole director. The directors shall be divided
into three classes. The first class (Class I) shall consist of at least two (2)
directors and the initial term of office of such class shall expire at the first
annual meeting of stockholders. The second class (Class II) shall consist of at
least two (2) directors and the initial term of office of such class shall
expire at the second annual meeting of stockholders. The third class (Class III)
shall consist of at least two (2) directors and the initial term of office of
such third class shall expire at the third annual meeting of stockholders.
Should the number of directors be increased or decreased in the future, no class
of directors shall have more than one director more than any other class
of directors. At each annual election commencing at the first annual meeting of
stockholders, the successors to the class of directors whose term expires at
that time shall be elected to hold office for a term of three years to succeed
those whose term expires, so that the term of office of one class of directors
shall expire in each year. Each director shall hold office for the term for
which he is elected or appointed or until his successor shall be elected and
qualified, or until his death or until he shall resign.
POWERS OF DIRECTORS
FIFTH: The board of directors shall have, in addition to such powers as
are hereinafter expressly conferred on it, all such powers as may be exercised
by the Corporation, subject to the provisions of the General Corporation Law of
Delaware, the certificate of incorporation and the bylaws.
The board of directors shall have power:
To purchase or otherwise acquire property, rights or privileges for the
Corporation, which the Corporation has power to take, at such prices and on such
terms
as the board of directors may deem proper.
To pay for such property, rights or privileges in whole or in part with
money, stock, bonds, debentures or other securities of the Corporation, or by
the delivery of other property of the Corporation.
To create, make and issue mortgages, bonds, deeds of trust, trust
agreements and negotiable or transferable instruments and securities, secured by
mortgages or otherwise, and to do every other act and thing necessary to
effectuate the same.
To appoint agents, clerks, assistants, factors, employees and trustees,
and to dismiss them at its discretion, to fix their duties and emoluments and to
change them from time to time and to require security as it may deem proper. Any
employee appointed by the board may be given such designation of title as the
board shall determine; however, any such designation or title given any such
employee shall not be deemed to constitute such employee a corporate officer
under Article EIGHTH of these bylaws.
To confer on any officer of the Corporation the power of selecting,
discharging or suspending such employee.
To determine by whom and in what manner the Corporation's bills, notes,
receipts, acceptances, endorsement, checks, releases, contracts or other
documents shall be signed.
MEETINGS OF DIRECTORS
SIXTH: After each annual election of directors, the newly elected
directors may meet for the purpose of organization, the election of officers and
the transaction of other business, immediately after such meeting of
stockholders or at such place and time as the directors may determine, and, if
the majority of the directors be present at such place and time, no prior notice
of such meeting shall be required to be given to the directors. The place and
time of such meeting may also be fixed by written consent of the directors.
Regular meetings of the directors shall be held annually following the
stockholders meeting on the fourth Tuesday of April and quarterly on the fourth
Tuesday of January, July and October of each year at the executive offices of
the corporation in
Atlanta, Georgia, or elsewhere. Meetings may be held at other times as may be
fixed by resolution of the board.
Special meetings of the directors may be called by the chairman on two
days' notice in writing or on one day's notice orally, by telegraph, telephone
or otherwise to each director and shall be called by the chairman in like manner
on the written request of two directors.
Special meetings of the directors may be held within or without the
State of Delaware at such places as is indicated in the notice or waiver of
notice thereof.
A majority of the directors shall constitute a quorum, but a smaller
number may adjourn from time to time, without further notice, until a quorum is
secured.
The board may, by resolution passed by a majority of the whole board,
designate one or more committees, including without limitation an Executive
Committee, and Audit Committee and an Executive Compensation Committee, each
committee to consist of one or more directors of the Corporation. Any such
committee, to the extent provided in the directors' resolution or in these
bylaws, shall have and may exercise all the powers
and authority of the board in managing the affairs and business of the
Corporation, including without limitation the power and authority to declare a
dividend or to authorize the issuance of stock, and may authorize affixation of
the corporate seal to all papers that require it, but no such committee shall
have the power or authority of the board in reference to amending the
certificate of incorporation, adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange of all, or
substantially all of the Corporation's property and assets, recommending to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amending the bylaws of the Corporation.
COMPENSATION OF DIRECTORS
AND MEMBERS OF COMMITTEES
SEVENTH: Directors and members of standing committees shall receive
such compensation for attendance at each regular or special meeting of the board
or such committees as the board shall from time to time prescribe.
OFFICERS OF THE CORPORATION
EIGHTH: The officers of the Corporation shall be a chairman, a
president, a secretary, a treasurer and such other officers as may from time to
time be chosen by the board of directors. The chairman and the president shall
be chosen from among the directors.
One person may hold more than one office.
The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer chosen or
appointed by the board of directors may be removed either with or without cause
at any time by the affirmative vote of a majority of the whole board of
directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of the
whole board of directors.
DUTIES OF THE CHAIRMAN
NINTH: The chairman shall be the chief executive officer of the
Corporation. It shall be his duty to preside at all meetings of the stockholders
and
directors; to have general and active management of the business of the
Corporation; and to see that all orders and resolutions of the board of
directors are carried into effect. The chairman shall be vested with all the
powers and be required to perform all the duties of the president in his absence
or disability. The chairman shall perform such other duties as shall be assigned
to him by the board of directors.
DUTIES OF THE PRESIDENT
TENTH: The president shall be the chief operating officer of the
Corporation. It shall be his duty to execute all contracts, agreements, deeds,
bonds, mortgages and other obligations and instruments, in the name of the
Corporation, and to affix the corporate seal thereto when authorized by the
board.
The president shall supervise and direct the other officers of the
Corporation and shall see that their duties are properly performed.
The president shall be vested with all the powers and be required to
perform all the duties of the chairman in his absence or disability. The
president shall perform such other duties as shall be assigned to him by the
chairman of the board of directors or the board of directors.
CHAIRMAN PRO TEM
ELEVENTH: In the absence or disability of the chairman and the
president, the board may appoint from their own number a chairman pro tem.
SECRETARY
TWELFTH: The secretary shall attend all meetings of the board of
directors. He shall act as clerk thereof and shall record all of the proceedings
of such meetings in a book kept for that purpose. He shall give proper notice of
meetings of stockholders and shall perform such other duties as shall be
assigned to him by the president or the chairman of the board of directors.
TREASURER
THIRTEENTH: The treasurer shall have custody of the funds and
securities of the Corporation and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the board of
directors.
He shall keep an account of stock registered and transferred in such
manner and subject to such regulations as the board of directors may prescribe.
He shall give the Corporation a bond, if required by the board of
directors, in such sum and in form and with security satisfactory to the board
of directors for the faithful performance of the duties of his office and the
restoration to the Corporation, in case of his death, resignation or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in his possession, belonging to the Corporation. He shall perform
such other duties as the board of directors may from time to time prescribe or
require.
DUTIES OF THE OFFICERS MAY BE DELEGATED
FOURTEENTH: In the case of the absence or disability of any officer of
the Corporation or for any other reason deemed sufficient by a majority of the
board, the board of directors may delegate his powers or duties, to any other
officer or to any director for the duration of such absence or disability.
CERTIFICATES OF STOCK
FIFTEENTH: Certificates of stock shall be signed by either the chairman
or vice-chairman of the board of directors, or the president or vice-president,
and either the treasurer, assistant treasurer, secretary or assistant secretary.
If a certificate of stock be lost or destroyed, another may be issued in its
stead upon proof of such loss or destruction and the giving of a satisfactory
bond of indemnity, in an amount sufficient to indemnify the Corporation against
any claim. A new certificate may be issued without requiring bond when, in the
judgment of the directors, it is proper to do so. Certificates may be signed by
facsimile signature if so ordered by the board of directors.
TRANSFER OF STOCK
SIXTEENTH: All transfers of stock of the Corporation shall be made upon
its books by the holders of the shares in person or by his lawfully constituted
representative, upon surrender of certificates of stock for cancellations.
The Corporation shall have authority to appoint transfer agents and
registrars by resolution of the board of directors.
STOCKHOLDERS OF RECORD
SEVENTEENTH: 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 such share on the part of any other person whether or not it shall
have express or other notice thereof, save as expressly provided by the laws of
Delaware.
FISCAL YEAR
EIGHTEENTH: The fiscal year of the Corporation shall end on the last
day of December in each year.
DIVIDENDS
NINETEENTH: Dividends upon the capital stock of any class may be
declared by the board of directors at any regular or special meeting and may be
paid in cash or in property or in shares of the capital stock. Before paying any
dividend or making any distribution of profits, the directors may set apart out
of any of the funds of the Corporation available for dividends a reserve or
reserves for any proper purpose and may alter or abolish any such reserve or
reserves.
CHECKS FOR MONEY
TWENTIETH: All checks, drafts or orders for the payment of money shall
be signed by the treasurer or by such other officer or officers as the board of
directors may from time to time designate. No check shall be signed in blank.
The board of
Directors also from time to time may authorize specified employees to sign
checks on the Corporation's accounts.
BOOKS AND RECORDS
TWENTY-FIRST: The books, accounts and records of the Corporation except
as otherwise required by the laws of the State of Delaware, may be kept within
or without the State of Delaware, at such place or places as may from time to
time be designated by the bylaws or by resolution of the directors.
NOTICES
TWENTY-SECOND: Notice required or permitted to be given under the
provisions of these bylaws to any director, officer or stockholder shall not be
construed to mean personal notice, but may be given in writing by depositing the
same in a post office or letter-box, in a postpaid sealed wrapper, addressed to
such stockholder, officer or director at such address as appears on the books of
the Corporation, and such notice shall be deemed to be given at the time when
the same shall be thus mailed. Any stockholder, officer or director may waive,
in writing, any notice, required to be given under these
bylaws whether before or after the time stated therein.
AMENDMENTS OF BYLAWS
TWENTY-THIRD: These bylaws may be amended, altered, repealed, or added
to at any meeting of the stockholders or board of directors, by affirmative vote
of a majority of each class of stock issued and outstanding and entitled to vote
thereon or of a majority of the directors in office, as the case may be.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
TWENTY-FOURTH: INDEMNIFICATION. The Corporation shall indemnify, in the
manner and to the fullest extent now or hereafter permitted by the General
Corporation Law of the State of Delaware, any person (or the estate of any
person) who was or is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit or proceeding, whether or not by
or in the right of the Corporation, and whether civil, criminal, administrative,
investigative or otherwise, by reason of the fact that such person is or was a
director, officer or General Counsel of the Corporation, or is or was serving at
the request of the Corporation as a director, officer or General
Counsel of another corporation, partnership, joint venture, trust or other
enterprise. The indemnification provided herein shall be made 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, has no reasonable cause to believe his conduct was unlawful; except
that no indemnification shall be made in respect of any claim, issue or matter
as to which such person shall have been determined to be liable for gross
negligence or willful misconduct in the performance of his duty to the
Corporation. Such determination may be made by a majority of a committee
composed of the directors not involved in the matter in controversy (whether or
not a quorum). To the full extent permitted by law, the indemnification provided
herein shall include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement, and, in the manner provided by law, any such
expenses may be paid by the Corporation in advance of the final disposition of
such action, suit or proceeding. The indemnification provided herein shall not
be deemed to limit the right of the Corporation to indemnify any other employee
for such expenses to the full extent provided by law, nor shall it be deemed
exclusive of any other rights to which any person seeking indemnification from
the Corporation may be entitled under any agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office. The Corporation
may, to the full extent permitted by law, purchase and maintain insurance on
behalf of any such person against any liability which may be asserted against
him.