EXHIBIT 3.2
-----------
BYLAWS
OF
PALWEB OKLAHOMA CORPORATION
(AS ADOPTED MAY 2, 2002)
TABLE OF CONTENTS
TO
BYLAWS
OF
PALWEB OKLAHOMA CORPORATION
(AN OKLAHOMA CORPORATION)
PAGE
----
ARTICLE I - SHAREHOLDERS.....................................................1
Section 1.01. Annual Meeting.......................................1
Section 1.02. Special Meetings.....................................1
Section 1.03. Notice of Meetings...................................1
Section 1.04. Quorum...............................................2
Section 1.05. Organization.........................................2
Section 1.06. Conduct of Business..................................3
Section 1.07. Proxies and Voting...................................3
Section 1.08. Stock List...........................................4
Section 1.09. Inspectors of Elections..............................5
Section 1.10. Voting Procedures....................................5
Section 1.11. Notice of Shareholder Nomination and
Shareholder Business...............................6
ARTICLE II - BOARD OF DIRECTORS..............................................7
Section 2.01. Number and Term of Office............................7
Section 2.02. Vacancies............................................7
Section 2.03. Regular Meetings.....................................7
Section 2.04. Special Meetings.....................................8
Section 2.05. Quorum...............................................8
Section 2.06. Participation in Meetings by Conference
Telephone..........................................8
Section 2.07. Written Consents.....................................8
Section 2.08. Conduct of Business..................................8
Section 2.09. Powers...............................................9
Section 2.10. Compensation of Directors............................9
ARTICLE III - COMMITTEES....................................................10
Section 3.01. Executive Committee.................................10
Section 3.02. Other Committees of the Board of Directors..........10
Section 3.03. Limitations on Power and Authority of Committees....10
Section 3.04. Conduct of Business.................................11
ARTICLE IV - OFFICERS.......................................................11
Section 4.01. Generally...........................................11
Section 4.02. Chairman of the Board...............................11
Section 4.03. Vice Chairman of the Board..........................11
Section 4.04. President...........................................12
Section 4.05. Vice Presidents.....................................12
Section 4.06. Secretary...........................................12
Section 4.07. Treasurer...........................................12
Section 4.08. Delegation of Authority.............................12
Section 4.09. Removal.............................................12
Section 4.10. Action with Respect to Securities of Other
Corporations......................................13
ARTICLE V - STOCK...........................................................13
Section 5.01. Certificates of Stock...............................13
Section 5.02. Transfers of Stock..................................13
Section 5.03. Record Date.........................................13
Section 5.04. Lost, Stolen or Destroyed Certificates..............14
Section 5.05. Regulations.........................................14
ARTICLE VI - NOTICES........................................................14
Section 6.01. Notices.............................................14
Section 6.02. Waivers.............................................15
ARTICLE VII - MISCELLANEOUS.................................................15
Section 7.01. Facsimile Signatures................................15
Section 7.02. Corporate Seal......................................15
Section 7.03. Reliance upon Books, Reports and Records............15
Section 7.04. Fiscal Year.........................................15
Section 7.05. Time Periods........................................16
ARTICLE VIII - AMENDMENTS...................................................16
ARTICLE IX - ELECTRONIC TRANSMISSION........................................16
ii
BYLAWS
OF
PALWEB OKLAHOMA CORPORATION
(AS ADOPTED MAY 2, 2002)
ARTICLE I - SHAREHOLDERS
SECTION 1.01. ANNUAL MEETING
An annual meeting of the shareholders, for the election of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at such place,
on such date, and at such time as the Board of Directors shall each year fix,
which date shall be within thirteen months subsequent to the later of the date
of incorporation or the last annual meeting of the shareholders. The board of
directors may, in its sole discretion, determine that the meeting shall not be
held at any place, but may be held solely by means of remote communication.
SECTION 1.02. SPECIAL MEETINGS
Special meetings of the shareholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of Directors
or by the Chairman of the Board or the President and shall be held on such date,
and at such time as they or he shall fix.
SECTION 1.03. NOTICE OF MEETINGS
Written notice of the place, if any, date, and time of all meetings,
and the means of remote communications, if any, by which shareholders and
proxyholders may be deemed to be present in person and vote at the meetings, of
the shareholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each shareholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time by
the Oklahoma General Corporation Act or the Certificate of Incorporation). The
term "Certificate of Incorporation" as used herein shall mean the Certificate of
Incorporation of the corporation as may be amended from time to time. Notice of
a special meeting of the shareholders shall also state the purpose or purposes
for which the meeting is called.
When a meeting is adjourned to another place, if any, date or time,
written notice need not be given of the adjourned meeting if the place, if any,
date, and time thereof and the means of remote communications, if any, by which
shareholders and proxyholders may be deemed to be present in person and vote at
the adjourned meeting are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more than
thirty (30) days after the date for which the meeting was originally noticed, or
if a new record date is fixed for the adjourned meeting, written notice of the
place, if any, date, and time of the adjourned meeting shall be given in
conformity herewith. At any adjourned meeting, any business may be transacted
which might have been transacted at the original meeting.
If a meeting is to be held solely by remote communication, notice of
a meeting shall also provide the information required to gain access to the
shareholder list by reasonably accessible electronic network; provided, however,
that such list shall only be available to shareholders of the corporation.
Notice may be given effectively to shareholders if given by a from of
electronic transmission consented to by the shareholder to whom the notice is
given. The consent shall be revocable by the shareholder by written notice to
the corporation. Such consent shall be deemed revoked if (a) the corporation is
unable to deliver by electronic transmission two consecutive notices given by
the corporation in accordance with the consent; and (b) the inability becomes
known to the secretary or an assistant secretary of the corporation or to the
transfer agent, or other person responsible for the giving of notice; provided,
however, the inadvertent failure to treat the inability as a revocation shall
not invalidate any meeting or other action. Notice shall be deemed effectively
given if by (i) facsimile telecommunication, when directed to a number at which
the shareholder has consented to receive notice; (ii) electronic mail, when
directed to an electronic mail address at which the shareholder has consented to
receive notice; (iii) a posting on an electronic network together with separate
notice to the shareholder of the specific posting, upon the later of the posting
and the giving of separate notice; and (iv) any other form of electronic
transmission, when directed to the shareholder in accordance with the
shareholder's consent. An affidavit of the secretary or an assistant secretary
or of the transfer agent or other agent of the corporation that the notice has
been given by a form of electronic transmission shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.
SECTION 1.04. QUORUM
At any meeting of the shareholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in person,
represented by proxy or by means of remote communication, shall constitute a
quorum for all purposes, unless or except to the extent that the presence of a
larger number may be required by law or by the Certificate of Incorporation.
If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of the stock entitled to vote
who are present, in person, represented by proxy or by means of electronic
communication, may adjourn the meeting to another date, or time.
SECTION 1.05. ORGANIZATION
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who is
present shall call to
2
order any meeting of the shareholders and act as chairman of the meeting. In the
absence of the Secretary of the corporation, the secretary of the meeting shall
be such person as the chairman appoints.
SECTION 1.06. CONDUCT OF BUSINESS
The chairman of any meeting of shareholders shall determine the order
of business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
SECTION 1.07. PROXIES AND VOTING
At any meeting of the shareholders, every shareholder entitled to
vote may vote in person or by proxy authorized in such manner as specifically
permitted by the Oklahoma General Corporation Act or as the corporation may
otherwise permit. Proof of such authority shall be filed in accordance with the
procedure established for the meeting. If authorized by the Board of Directors,
the requirement of a written ballot shall be satisfied by a ballot submitted by
electronic transmission; provided that the electronic transmission must either
set forth or be submitted with information from which it can be determined that
the electronic transmission was authorized by the shareholder or proxyholder.
The validity and authenticity of any proxy shall be determined by the
corporation.
Each shareholder shall have one vote for every share of stock
entitled to vote which is registered in his name on the record date for the
meeting, except as otherwise provided herein or required by law or by the
Certificate of Incorporation.
All voting, except where otherwise required by law or by the
Certificate of Incorporation, may be by a voice vote; provided, however, that
upon demand therefor by a shareholder entitled to vote or his proxy, a stock
vote shall be taken. Every stock vote shall be taken by ballots, each of which
shall state the name of the shareholder or proxy voting and such other
information as may be required under the procedure established for the meeting.
Every vote taken by ballots shall be counted by an inspector or inspectors
appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law or by the Certificate of Incorporation,
all other matters shall be determined by a majority of the votes cast.
Notwithstanding the provisions of this Section 1.07, any action,
except as set forth below, required or which may be taken at any annual or
special meeting of the shareholders may be taken without a meeting, without
prior notice or a vote, if a consent or consents in writing or by electronic
transmission, setting forth the action so taken, shall be signed by the holders
of outstanding stock 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 and shall be delivered to the
corporation by delivery to its registered office in this state, its principal
place of business,
3
or an officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded. Delivery made to a
corporation's registered office shall be by hand, by certified or registered
mail, return receipt requested, or electronic transmission. Such written consent
or consents shall be filed with the minutes of the proceedings of the
shareholders, provided the filings shall be in paper form if the minutes are
maintained in paper form and shall be in electronic form if the minutes are
maintained in electronic form. 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.
Shareholders may, unless the certificate of incorporation otherwise
provides, act by written consent to elect directors; provided however, that if
the consent is less than unanimous, the action by written consent may be in lieu
of holding an annual meeting only if all the directorships to which directors
could be elected at an annual meeting held at the effective time of the action
are vacant and are filled by the action.
Every written consent shall bear the date of signature of each
shareholder who signs the consent and no written consent shall be effective to
take the corporate action referred to therein unless, within sixty (60) days of
the earliest dated consent delivered in the manner required by this section to
the corporation, written consents signed by a sufficient number of holders to
take action are delivered to the corporation by delivery to its registered
office in this state, its principal place of business, or an officer or agent of
the corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to a corporation's registered office
shall be by hand, by certified or registered mail, return receipt requested, or
by electronic transmission.
An electronic transmission consenting to an action to be taken and
transmitted by a shareholder or proxyholder, shall be deemed to be written,
signed and dated for the purposes herein, provided that such electronic
transmission sets forth or is delivered with information from which the
corporation can determine (a) that the shareholder or proxyholder was authorized
to act for the shareholder or proxyholder and (b) the date on which such
shareholder or proxyholder transmitted such electronic transmission. The date on
which such electronic transmission is transmitted shall be deemed to be the date
on which such consent was signed. An electronic transmission shall be deemed to
be delivered when reproduced in paper form and delivered to (i) the
corporation's registered office, (ii) its principal place of business or (iii)
an officer or agent of the corporation having custody of the book in which
proceedings of meetings of shareholders are recorded, or as provided by
resolution of the board of directors of the corporation.
SECTION 1.08. STOCK LIST
The officer who has charge of the stock ledger of the corporation
shall prepare a complete list of shareholders entitled to vote at any meeting of
shareholders, arranged in alphabetical order for each class of stock and showing
the address of each such shareholder and the number of shares registered in the
name of each shareholder. The
4
corporation shall not be required to include electronic mail addresses or other
electronic contact information of a shareholder on the list. Such list shall be
open to the examination of any shareholder, for any purpose germane to the
meeting, for a period of at least ten (10) days prior to the meeting, (i) on a
reasonably accessible electronic network, or (ii) during ordinary business hours
at the principal place of business of the corporation.
If the meeting is to be held at a place, the stock list shall also be
kept at the place of the meeting during the whole time thereof and shall be open
to examination by any shareholder who is present. If the meeting is to be held
solely by means of remote communication, the list shall be open to examination
of any shareholder during the whole time of the meeting on a reasonably
accessible electronic network. The stock ledger shall be the only evidence as to
the identity of the shareholders entitled to examine the stock list and to vote
in person or by proxy at the meeting.
SECTION 1.09. INSPECTORS OF ELECTIONS
The corporation shall, in advance of any meeting of shareholders,
appoint one or more persons to act as inspector of elections at the meeting and
make a written report thereof. The corporation may designate one or more persons
as an alternate inspector to replace any inspector who fails to act. If no
inspector or alternate is able to act at a meeting of shareholders, the person
presiding at the meeting shall appoint one or more inspectors to act at the
meeting. Each inspector, before entering upon the discharge of the duties of
inspector, shall take and sign an oath faithfully to execute the duties of
inspector with strict impartiality and according to the best of the inspector's
ability.
The inspector or inspectors, if appointed, shall (i) ascertain the
number of shares outstanding and the voting power of each; (ii) determine the
shares represented at the meeting and the validity of proxies and ballots; (iii)
count all votes and ballots; (iv) determine and retain for a reasonable period a
record of the disposition of any challenges made to any determination by the
inspectors; and (v) certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of the duties of such inspectors. The person
presiding at the meeting of shareholders shall announce the date and time of the
opening and the closing of the polls for each matter upon which the shareholders
will vote at a meeting.
No ballot, proxy or vote, nor any revocation thereof or change
thereto, shall be accepted by the inspectors after the closing of the polls
unless the district court upon application by a shareholder shall determine
otherwise.
SECTION 1.10. VOTING PROCEDURES
In determining the validity and counting of proxies and ballots, the
inspectors shall be limited to an examination of the proxies, any envelopes
submitted with those with the proxies, any information provided by electronic
transmission or remote
5
communication, ballots and the regular books and records of the corporation,
except that the inspectors may consider other reliable information for the
limited purpose of reconciling proxies and ballots submitted by or on behalf of
banks, brokers, their nominees or similar persons which represent more votes
than the holder of a proxy is authorized by the record owner to cast or more
votes that the shareholder holds of record. If the inspectors consider other
reliable information for the limited purpose permitted by the Oklahoma General
Corporation Act or these bylaws, the inspectors at the time they may their
certification as required by these Bylaws, shall specify the precise information
considered by them, including the person or persons from whom they obtained the
information, when the information was obtained, the means by which the
information was obtained and the basis for the inspectors' belief that the
information is accurate and reliable.
SECTION 1.11. NOTICE OF SHAREHOLDER NOMINATION AND SHAREHOLDER BUSINESS
At a meeting of the shareholders, only such business shall be
conducted as shall have been properly brought before the meeting. Nominations
for the election of directors may be made by the Board of Directors or by any
shareholder entitled to vote for the election of directors. Other matters to be
properly brought before the meeting must be: (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, including matters covered by Rule 14a-8 under the Securities Exchange
Act of 1934, as in effect from time to time; (b) otherwise properly brought
before the meeting by or at the direction of the Board of Directors; or (c)
otherwise properly brought before the meeting by a shareholder, as provided
below.
A notice of the intent of a shareholder to make a nomination or to
bring any other matter before the meeting shall be made in writing and received
by the Secretary of the corporation not more than 150 days and not less than 90
days in advance of the annual meeting or, in the event of a special meeting of
shareholders, such notice shall be received by the Secretary of the corporation
not later than the close of the fifteenth day following the day on which notice
of the meeting is first mailed to shareholders.
Every such notice by a shareholder shall set forth:
(a) the name and residence address of the shareholder of
the corporation who intends to make a nomination or bring up any other matter;
(b) a representation that the shareholder is a registered
holder of the corporation's voting stock and intends to appear in person or by
proxy at the meeting to make the nomination or bring up the matter specified in
the notice;
(c) with respect to notice of an intent to make a
nomination, a description of all arrangements or understandings among the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder;
6
(d) with respect to notice of an intent to make a
nomination, such other information regarding each nominee proposed by such
shareholder as would have been required to be included in a proxy statement
filed pursuant to the proxy rules of the Securities and Exchange Commission had
each nominee been nominated by the Board of Directors of the corporation; and
(e) with respect to notice of an intent to bring up any
other matter, a description of the matter, and any material interest of the
shareholder in the matter.
Notice of intent to make a nomination shall be accompanied
by the written consent of each nominee to serve as director of the corporation,
if so elected.
At the meeting of shareholders, the Chairman of the meeting
shall declare out of order and disregard any nomination or other matter not
presented in accordance with this section.
ARTICLE II - BOARD OF DIRECTORS
SECTION 2.01. NUMBER AND TERM OF OFFICE
The number of directors who shall constitute the whole board shall be
such number as fixed from time to time by the Board of Directors, except that
the number of directors constituting the initial Board of Directors shall be
equal to the number of directors named in the Certificate of Incorporation or
elected by the incorporators, as the case may be. Each director shall serve
until his successor is elected and qualified or until his earlier resignation or
removal.
Whenever the authorized number of directors is increased between
annual meetings of the shareholders, a majority of the directors then in office
shall have the power to elect such new directors for the balance of a term and
until their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the term
of the directors then in office unless, at the time of such decrease, there
shall be vacancies on the board which are being eliminated by the decrease.
SECTION 2.02. VACANCIES
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
SECTION 2.03. REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held at such
place or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
7
SECTION 2.04. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by one-third
(1/3) of the directors then in office or by the chief executive officer and
shall be held at such place, on such date, and at such time as they or he shall
fix. Notice of the place, date, and time of each such special meeting shall be
given each director by whom it is not waived in one or more of the following
ways: (i) by mailing written notice not less than three (3) days before the
meeting, or (ii) by personally delivering the same not less than eighteen (18)
hours before the meeting; or (iii) by telegraphing, transmitting by facsimile or
telephoning the same in a manner reasonably designed to reach the director not
less than eighteen (18) hours before the meeting; or (iv) by electronic
transmission pursuant to authorization of the Board of Directors. Unless
otherwise indicated in the notice thereof, any and all business may be
transacted at a special meeting.
SECTION 2.05. QUORUM
At any meeting of the Board of Directors, a majority of the total
directors then in office, but not less than one-third (1/3) of the total number
of directors constituting the whole board, shall constitute a quorum for all
purposes. If a quorum shall fail to attend any meeting, a majority of the
directors present may adjourn the meeting to another place, date, or time,
without further notice or waiver thereof.
SECTION 2.06. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE
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 other communications equipment that enables all persons
participating in the meeting to hear each other. Such participation shall
constitute presence in person at such meeting.
SECTION 2.07. WRITTEN CONSENTS
Action may be taken by the Board of Directors without a meeting if
all members thereof consent thereto in writing or by electronic transmission,
and the writing or writings or electronic transmission or transmissions are
filed with the minutes of proceedings of the Board of Directors. The filing
shall be in paper form if the minutes are maintained in paper form and shall be
in electronic form if the minutes are maintained in electronic form.
SECTION 2.08. CONDUCT OF BUSINESS
At any meeting of the Board of Directors at which a quorum of the
directors is present, business shall be transacted in such order and manner as
the board may from time to time determine, and all matters shall be determined
by the vote of a majority of the directors present, except as otherwise provided
herein or required by law or by the Certificate of Incorporation.
8
SECTION 2.09. POWERS
The Board of Directors may, except as otherwise required by law or by
the Certificate of Incorporation, exercise all such powers and do all such acts
and things as may be exercised or done by the corporation, including, without
limiting the generality of the foregoing, the unqualified power:
(1) To declare dividends from time to time in accordance
with law;
(2) To purchase or otherwise acquire any property, rights
or privileges on such terms as it shall determine;
(3) To authorize the creation, making and issuance, in such
form as it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(4) To remove any officer of the corporation with or
without cause, and from time to time to devolve the powers and duties of any
officer upon any other person for the time being;
(5) To confer upon any officer of the corporation the power
to appoint, remove and suspend subordinate officers and agents;
(6) To adopt from time to time such stock, option, stock
purchase, bonus or other compensation plans for directors, officers and agents
of the corporation and its subsidiaries as it may determine;
(7) To adopt from time to time such insurance, retirement,
and other benefit plans for directors, officers and agents of the corporation
and its subsidiaries as it may determine; and,
(8) To adopt from time to time regulations, not
inconsistent with these bylaws, for the management of the corporation's business
and affairs.
SECTION 2.10. COMPENSATION OF DIRECTORS
.............Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
9
ARTICLE III - COMMITTEES
SECTION 3.01. EXECUTIVE COMMITTEE
The Board of Directors may designate an Executive Committee to serve
at the pleasure of the board and shall elect a director or directors to serve as
the member or members of the Executive Committee, designating, if it desires,
other directors as alternative members who may replace any absent or
disqualified member at any meeting of the Executive Committee. The Executive
Committee, except to the extent as it may be restricted from time to time by the
vote of a majority of the total number of directors, may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it subject to the limitations set forth
on Section 3.03. Unless expressly restricted by resolution of the Board of
Directors, the Executive Committee shall have the power and authority to declare
a dividend, to authorize the issuance of stock and to adopt a certificate of
ownership and merger. In the absence or disqualification of any member of the
Executive Committee, and any alternate member in his place, the member or
members of the Executive Committee present at the meeting and not disqualified
from voting, whether or not he or they constitute a quorum, may by unanimous
vote appoint another member of the Board of Directors to act at the meeting in
the place of the absent or disqualified member.
SECTION 3.02. OTHER COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors may from time to time designate other
committees of the board, with such lawfully delegable powers and duties as it
thereby confers, to serve at the pleasure of the board and shall, for those
committees, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternative members who may
replace any absent or disqualified member at any meeting of the committee. Any
committee so designated may exercise the power and authority of the Board of
Directors to the extent the resolution designating the committee or a
supplemental resolution of the Board of Directors shall so provide subject to
the limitation set forth in Section 3.03. In the absence or disqualification of
any member of any committee and any alternate member in his place, the member or
members of the committee present at the meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may by unanimous vote
appoint another member of the Board of Directors to act at the meeting in the
place of the absent or disqualified member.
SECTION 3.03. LIMITATIONS ON POWER AND AUTHORITY OF COMMITTEES
No committee of the Board of Directors shall have any power or
authority in reference to amending the certificate of incorporation of the
corporation (except that the Executive Committee, to the extent authorized in
the resolution or resolutions providing for the issuance of shares of stock
adopted by the Board of Directors, may fix the designations and any of the
preferences or rights of such shares relating to dividends, redemption,
dissolution, any distribution of assets of the corporation or the conversion
10
into, or the exchange of such shares for, shares of any other class or classes
or any other series of the same or any other class or classes of stock of the
corporation or fix the number of the shares in any series of stock or authorize
the increase or decrease of the shares of any series), adopting an agreement of
merger or consolidation, recommending to the shareholders the sale, lease or
exchange of all or substantially all of the property and assets of the
corporation, recommending to the shareholders a dissolution of the corporation
or a revocation of a dissolution, or amending the bylaws of the corporation.
SECTION 3.04. CONDUCT OF BUSINESS
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be made
for notice to members of all meetings; one-third (1/3) of the total committee
members shall constitute a quorum unless the committee shall consist of one or
two members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. Minutes
of each committee meeting shall be prepared, approved by the chairman of the
meeting and filed with the Secretary of the corporation. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE IV - OFFICERS
SECTION 4.01. GENERALLY
The officers of the corporation shall consist of a President and a
Secretary and such other senior or subordinate officers as may from time to time
be elected by the Board of Directors. The Board of Directors may also elect from
its number a Chairman and Vice Chairman of the Board of the corporation.
Officers shall be elected by the Board of Directors, which shall consider that
subject at its first meeting after every annual meeting of shareholders. Each
officer shall hold his office until his successor is elected and qualified or
until his earlier resignation or removal. Any number of offices may be held by
the same person.
SECTION 4.02. CHAIRMAN OF THE BOARD
The Chairman of the Board, if any, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of
Directors. He shall be the senior officer of the corporation and shall be
responsible for overall planning and policy.
SECTION 4.03. VICE CHAIRMAN OF THE BOARD
The Vice Chairman of the Board shall perform such duties as the Board
of Directors shall prescribe. In the absence or disability of the Chairman of
the Board, the Vice Chairman shall perform the duties and exercise the powers of
the Chairman of the Board.
11
SECTION 4.04. PRESIDENT
The President shall be the chief executive officer of the
corporation. Subject to the provisions of these bylaws and to the direction of
the Board of Directors, he shall have the responsibility for the general
management and control of the affairs and business of the corporation and shall
perform all duties and have all powers which are commonly incident to the office
of chief executive or which are delegated to him by the Board of Directors. He
shall have power to sign all stock certificates, contracts and other instruments
of the corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation.
SECTION 4.05. VICE PRESIDENTS
Each Vice President shall perform such duties as the Board of
Directors shall prescribe. In the absence or disability of the President, the
Vice President with the highest ranking shall perform the duties and exercise
the powers of the President.
SECTION 4.06. SECRETARY
The Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the shareholders and the Board of Directors. He
shall have charge of the corporate records.
SECTION 4.07. TREASURER
The Treasurer, if any, shall have the custody of all monies and
securities of the corporation and shall keep regular books of account. He shall
make such disbursements of the funds of the corporation as are proper and shall
render from time to time an account of all such transactions and of the
financial condition of the corporation.
SECTION 4.08. DELEGATION OF AUTHORITY
The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
SECTION 4.09. REMOVAL
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors or by such person to whom the Board of
Directors may delegate such authority.
12
SECTION 4.10. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS
Unless otherwise directed by the Board of Directors, the President
shall have power to vote and otherwise act on behalf of the corporation, in
person or by proxy, at any meeting of shareholders of or with respect to any
action of shareholders of any other corporation in which this corporation may
hold securities and otherwise to exercise any and all rights and powers which
this corporation may possess by reason of its ownership of securities in such
other corporation.
ARTICLE V - STOCK
SECTION 5.01. CERTIFICATES OF STOCK
Each shareholder shall be entitled to a certificate signed by, or in
the name of, the corporation by the Chairman or the Vice Chairman of the Board,
or the President or a Vice President, and by the Secretary or an Assistant
Secretary, or the Treasurer or an Assistant Treasurer, certifying and
representing the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile. The board of directors may provide by
resolution or resolutions that some or all of any or all classes or series of
the corporation's stock may be uncertificated shares.
SECTION 5.02. TRANSFERS OF STOCK
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 5.04 of these bylaws, an
outstanding certificate for the number of shares involved shall be surrendered
for cancellation before a new certificate is issued therefor.
SECTION 5.03. RECORD DATE
The Board of Directors may fix a record date for determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
which record date shall not precede the date upon which the resolution fixing
the record date is adopted by the Board of Directors, and which record date
shall not be more than sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of Directors, the record
date for determining shareholders entitled to notice of or to vote at a meeting
of shareholders shall be at the close of business on the day next preceding the
day on which notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held. A determination
of shareholders of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the shareholders entitled
to consent to corporate action in writing without a meeting, the Board of
13
Directors may fix a record date, which record date shall not precede the date
upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than ten (10) days after the date
upon which the resolution fixing the record date is adopted by the Board of
Directors. If no record date has been fixed by the Board of Directors, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of Directors is
required by the Oklahoma General Corporation Act, shall be the first date on
which a signed written consent setting forth the action taken or proposed to be
taken is delivered to the corporation by delivery to its registered office in
this state, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
If no record date has been fixed by the Board of Directors and prior action by
the Board of Directors is required by the Oklahoma General Corporation Act, the
record date for determining shareholders entitled to consent to corporate action
in writing without a meeting shall be at the close of business on the day on
which the Board of Directors adopts the resolution taking such prior action.
In order that the corporation may determine the shareholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the shareholders 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 of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
shareholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
SECTION 5.04. LOST, STOLEN OR DESTROYED CERTIFICATES
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
SECTION 5.05. REGULATIONS
The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VI - NOTICES
SECTION 6.01. NOTICES
Except as otherwise permitted herein, whenever notice is required to
be given to any shareholder, director, officer, or agent, such requirement shall
14
not be construed to mean personal notice. Such notice may in every instance be
effectively given by depositing a writing in a post office or letter box, first
class postage prepaid, by dispatching a prepaid telegram, addressed to such
shareholder, director, officer, or agent at his or her address as the same
appears on the books of the corporation or by electronic transmission. The time
when such notice is deposited or dispatched shall be the time of the giving of
the notice.
SECTION 6.02. WAIVERS
A written waiver of any notice, signed by a shareholder, director,
officer, or agent, whether before or after the time of the event for which
notice is to be given, shall be deemed equivalent to the notice required to be
given to such shareholder, director, officer, or agent. Neither the business nor
the purpose of any meeting need be specified in such a waiver.
ARTICLE VII - MISCELLANEOUS
SECTION 7.01. FACSIMILE SIGNATURES
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these bylaws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized by
the Board of Directors or a committee thereof.
SECTION 7.02. CORPORATE SEAL
The Board of Directors may provide a suitable seal, containing the
name of the corporation and the word "Oklahoma", which seal shall be placed in
the custody of the Secretary. If and when so directed by the Board of Directors
or a committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.
SECTION 7.03. RELIANCE UPON BOOKS, REPORTS AND RECORDS
A member of the Board of Directors or a member of any committee
designated by the Board of Directors, in the performance of his duties, shall be
fully protected in relying in good faith upon the records of the corporation and
upon such information, opinions, reports or statements presented to the
corporation by any of the corporation's officers or employees, or committees of
the Board of Directors, or by any other person as to matters the member
reasonably believes are within such officer's, employee's, committee's or other
person's competence and who have been selected with reasonable care by or on
behalf of the corporation.
SECTION 7.04. FISCAL YEAR
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
15
SECTION 7.05. TIME PERIODS
In applying any provision of these bylaws which require that an act
be done or not done a specified number of days prior to an event or that an act
be done during a period of a specified number of days prior to an event,
calendar days shall be used, the day of the doing of the act shall be excluded
and the day of the event shall be included.
ARTICLE VIII - AMENDMENTS
These bylaws may be amended or repealed by the Board of Directors at
any meeting.
ARTICLE IX - ELECTRONIC TRANSMISSION
As used herein, electronic transmission means any form of
communication, not directly involving the physical transmission of paper, that
creates a record that may be retained, retrieved, and reviewed by a recipient
thereof, and that may be directly reproduced in paper form by such a recipient
through an automated process.
16