EXHIBIT 3.2
BYLAWS
OF
RPC, INC.
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OFFICES
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FIRST: The executive offices of RPC, 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 C.T. Corporation.
CORPORATE SEAL
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SECOND: The corporate seal shall have inscribed thereon the name of the
Corporation and the year and state of its incorporation.
MEETINGS OF STOCKHOLDERS
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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.
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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
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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 lease 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
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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
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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.
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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 or 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
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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 a 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
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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, an 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.
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COMPENSATION OF DIRECTORS
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AND MEMBERS OF COMMITTEES
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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
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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
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NINTH: It shall be the duty of the chairman to preside at all meetings of
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.
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DUTIES OF THE PRESIDENT
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TENTH: The president shall be the chief executive officer of the
corporation. It shall be the duty of the president to execute, unless otherwise
delegated, 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
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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
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TWELFTH: The secretary shall attend all meetings of the board of directors,
and all other meetings as directed by 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
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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
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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 OFFICERS MAY HE DELEGATED
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FOURTEENTH: In the case of the absence or disability of any officer of the
Corporation or far 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
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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
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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
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SIXTEENTH: All transfers of stock of the Corporation shall be made upon its
books by the holder of the shares in person or by his lawfully constitutes
representative, upon surrender of certificates of stock for cancellation.
The Corporation shall have authority to appoint transfer agents and
registrars by resolution of the board of directors.
STOCKHOLDERS OF RECORD
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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
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EIGHTEENTH: The fiscal year of the Corporation shall end on the last day of
December in each year.
DIVIDENDS
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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.
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CHECKS FOR MONEY
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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 authorized specified employees
to sign checks on the Corporation's accounts.
BOOKS AND RECORDS
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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
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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 ox 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 some 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
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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
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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
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TWENTY-FOURTH: 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 directors, 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
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indemnify any other employee for any such expense to the full extent provided by
law, nor shall it be deemed exclusive of an 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.
NON-DISCRIMINATION STATEMENT
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TWENTY-FIFTH: Consistent with the Corporation's equal employment
opportunity policy, nominations for the election of directors shall be made by
the Board of Directors and voted upon by the stockholders in a manner consistent
with these bylaws and without regard to the nominee's race, color, ethnicity,
religion, sex, age, national origin, veteran status, or disability.
TWENTY-SIXTH: INTENTIONALLY LEFT BLANK
NOTICE OF NOMINATION OF DIRECTORS
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TWENTY-SEVENTH: Only persons who are nominated in accordance with the
following procedures shall be eligible for election as directors of the
Corporation. Nominations of persons for election to the Board of Directors may
be made at any annual meeting of stockholders, or at any special meeting of
stockholders called for the purpose of electing directors, (a) by or at the
direction of the Board of Directors (or any duly authorized committee thereof)
or (b) by any stockholder of the Corporation (i) who is a stockholder of record
on the
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date of the giving of the notice provided for in this Section 27th and on the
record date for the determination of stockholders entitled to vote at such
meeting and (ii) who complies with the notice procedures set forth in this
Section 27th.. Shareholders will not be entitled to nominate any candidate for
director at any annual or special meeting unless the shareholder shall have
first provided notice in writing, delivered or mailed by first class United
States mail, postage prepaid, to the Secretary of the Corporation so that it is
received (a) not less than ninety days prior to the anniversary of the prior
year's annual meeting of stockholders with respect to an annual meeting;
provided, however, that in the event the annual meeting is scheduled to be held
on a date more than 30 days prior to or delayed by more than 60 days after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the later of the close of business 90 days prior to such
annual meeting or the tenth day following the day on which such notice of the
date of the annual meeting was mailed or such public disclosure of the date of
the annual meeting was made and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs (and in no event shall the
public announcement of an adjournment of the meeting commence a new time period
for a giving of a stockholder's notice under this Section).
Each such notice shall set forth (a) with respect to the nominee, (i)
the name, age, business address and, if known, residence address of each nominee
proposed in such notice, (ii) the principal occupation or employment of each
such nominee for the past five years, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by the person and (iv) any other information relating to the person that
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would be required to be disclosed in a proxy statement or other filings required
to be made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder; (b) as to
the stockholder giving the notice (i) the name and record address of such
stockholder, (ii) the class or series and number of shares of capital stock of
the Corporation which are owned beneficially or of record by such stockholder,
(iii) a description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or persons (including
their names) pursuant to which the nomination(s) are to be made by such
stockholder, (iv) a representation that such stockholder intends to appear in
person or by proxy at the meeting to nominate the persons named in its notice
and (v) any other information relating to such stockholder that would be
required to be disclosed in a proxy statement or other filings required to be
made in connection with solicitations of proxies for election of directors
pursuant to Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder; and (c) whether such stockholder or beneficial owner has
delivered or intends to deliver a proxy statement and form of proxy to holders
of a sufficient number of holders of the Corporation's voting shares to elect
such nominee or nominees. Such notice must be accompanied by a written consent
of each proposed nominee to being named as a nominee and to serve as a director
if elected.
The Chairman of the meeting may, if the facts warrant, determine and
declare to the meeting that a shareholder failed to provide notice of a
nomination in accordance with the foregoing procedure, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.
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