Attached files
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| 8-K - OGE ENERGY 8-K 02-23-2010 - OGE ENERGY CORP. | oge8k22310.htm |
| EX-99.01 - EXHIBIT 99.01 - OGE ENERGY CORP. | exhibit9901.htm |
| EX-99.02 - EXHIBIT 99.02 - OGE ENERGY CORP. | exhibit9902.htm |
Exhibit
3.01
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BY-LAWS
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of
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OGE
ENERGY CORP.
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(Effective
as of February 17, 2010)
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ARTICLE
1.
AMENDMENTS
Section
1.1. Amendment
of By-Laws. Subject to the provisions of the Corporation's Restated
Certificate of Incorporation, these By-laws may be amended or repealed at
any regular meeting of the shareholders (or at any special meeting thereof
duly called for that purpose) by the holders of at least a majority of the
voting power of the shares represented and entitled to vote thereon at
such meeting at which a quorum is present; provided that in the notice of
such special meeting notice of such purpose shall be given. Subject to the
laws of the State of Oklahoma, the Corporation's Restated Certificate of
Incorporation and these By-laws, the Board of Directors may by
majority vote of those present at any meeting at which a quorum is present
amend these By-laws, or adopt such other Bylaws as in their judgment
may be advisable for the regulation of the conduct of the affairs of the
Corporation.
ARTICLE
2.
OFFICES
Section
2.1.Registered
Office. The Corporation shall continuously maintain a
registered office in the State of Oklahoma which may, but need not be, the
same as its place of business, and a registered agent whose business
office is identical with such registered office.
Section
2.2. Other
Offices. The Corporation may also have offices at such other
places both within and without the State of Oklahoma as the Board of
Directors may from time to time determine or the business of the
corporation may require.
ARTICLE
3.
SHARES
Section
3.1.Form of
Shares. Shares either shall be represented by certificates or shall
be uncertificated shares.
3.1.1.
Signing of
Certificates. Certificates
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representing
shares of the corporation shall be signed by the appropriate officers and
may be sealed with the seal or a facsimile of the seal of the Corporation
if the corporation uses a seal. If a certificate is countersigned by a
transfer agent or registrar, other than an employee of the corporation,
any other signatures may be facsimile. Each certificate representing
shares shall be consecutively numbered or otherwise identified, and shall
also state the name of the person to whom issued, the number and class of
shares (with designation of series, if any), the date of issue, that the
corporation is organized under Oklahoma law, and any other information
required by law.
3.1.2. Uncertificated
Shares. Unless prohibited by the Restated Certificate of
Incorporation, the Board of Directors may provide by resolution that some
or all of any class or series of shares shall be uncertificated shares.
Any such resolution shall not apply to shares represented by a certificate
until the certificate (or such documentation as may be allowed under
Section 3.2 below) has been surrendered to the Corporation. Within a
reasonable time after the issuance or transfer of uncertificated
shares, the Corporation shall send the registered owner thereof a written
notice of all information that would appear on a certificate. Except as
otherwise expressly provided by law, the rights and obligations of the
holders of uncertificated shares shall be identical to those of the
holders of certificates representing shares of the same class and
series.
3.1.3.
Identification
of Shareholders. The name and address of each shareholder, the
number and class of shares held and the date on which the shares were
issued shall be entered on the books of the Corporation. The person
in whose name shares stand on the books of the Corporation shall be deemed
the owner thereof for all purposes as regards the
Corporation.
Section
3.2. Lost.
Stolen or Destroyed
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Certificates.
If a certificate representing shares has allegedly been lost, stolen or
destroyed, the Board of Directors may in its discretion, except as
may be required by law, direct that a new certificate be issued upon such
identification and other reasonable requirements as it may
impose.
Section
3.3. Transfers
of Shares. Transfer of shares of the Corporation shall be
recorded on the books of the Corporation. Transfer of shares
represented by a certificate, except in the case of a lost or
destroyed certificate, shall be made on surrender for cancellation of the
certificate for such shares. A certificate presented for transfer must be
duly endorsed and accompanied by proper guaranty of signature or other
appropriate assurances that the endorsement is effective. Transfer of an
uncertificated share shall be made on receipt by the Corporation of an
instruction from the registered owner or other appropriate person. The
instruction shall be in writing or a communication in such form as may be
agreed upon in writing by the Corporation.
ARTICLE
4.
SHAREHOLDERS
Section
4.1. Annual
Meeting. The annual meeting of the shareholders for the election of
directors and the transaction of any other proper business shall be held
at a time and date to be annually designated by the Board of
Directors.
Section
4.2. Special
Meetings. Except as otherwise mandated by Oklahoma law and except
as may otherwise be provided in or fixed by or pursuant to the provisions
of Article IV of the Corporation's Restated Certificate of Incorporation
relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances, special meetings of
shareholders of the Corporation may be called only by the Board of
Directors pursuant to a resolution approved by a majority of the entire
Board of Directors or by the President of the Corporation.
Section
4.3. Place of
Meeting. The Board of Directors may designate the place of meeting
for any annual or special meeting of shareholders. In the absence of any
such designation, the place of meeting shall be the principal place of
business of the Corporation.
Section
4.4. Notice of
Meetings. For all meetings of shareholders, a written or
printed
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notice
of the meeting shall be delivered, personally or by mail, to each
shareholder of record entitled to vote at such meeting, which notice shall
state the place, date and hour of the meeting. For all special meetings
and when and as otherwise required by law, the notice shall state the
purpose or purposes of the meeting. The notice of the meeting shall be
given not less than 10 nor more than 60 days before the date of the
meeting, or in the case of a meeting involving a merger, consolidation,
share exchange, dissolution or sale, lease or an exchange of all or
substantially all, of the property or assets of the corporation not less
than 20 nor more than 60 days before the date of such meeting. If mailed,
such notice shall be deemed to have been delivered when deposited in the
United States mail, postage prepaid, directed to the shareholder at his or
her address as it appears on the records of the corporation. When a
meeting is adjourned to another time or place, notice need not be given of
the adjourned meeting if the time and place thereof are announced at the
meeting at which the adjournment is taken unless otherwise required by
law.
Section
4.5. Quorum of
Shareholders. The holders of a majority of the outstanding shares
of the corporation entitled to vote, present in person or represented by
proxy, shall constitute a quorum at any meeting of shareholders unless a
greater or lesser number is required by the certificate of incorporation.
At any adjourned meeting at which a quorum is present or represented, any
business may be transacted which might have been transacted at the
original meeting, unless otherwise required by law. Withdrawal of
shareholders from any meeting shall not cause failure of a duly
constituted quorum at the meeting, unless otherwise required by
law.
Section
4.6. Manner of
Acting. The affirmative vote of holders of a majority of the shares
represented at a meeting and entitled to vote on a matter at which a
quorum is present shall be valid action by the shareholders, unless voting
by a greater number of shareholders or voting by class or classes of
shareholders is required by law or the certificate of
incorporation.
Section
4.7. Fixing of
Record Date. If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of
shareholders, or shareholders entitled to receive payment of a dividend,
or in order to make a determination of shareholders for
any
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other
proper purpose, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. If a record date is specifically set
for the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors may fix
in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than 60 days (or such
longer period as is then permitted by Oklahoma law) and, for a meeting of
shareholders, not less than 10 days, or in the case of a merger,
consolidation, share exchange, dissolution or sale, lease or exchange of
assets, not less than 20 days, immediately preceding such meeting. When a
determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination
shall apply to any adjournment thereof.
Section
4.8. Voting
Lists. The officer or agent having charge of the transfer book for
shares of the Corporation shall make, within 20 days after the record date
for a meeting of shareholders or 10 days before such meeting, whichever is
earlier, a complete list of the shareholders entitled to vote at such
meeting, arranged in alphabetical order, with the address of and the
number of shares held by each, which list, for a period of 10 days prior
to such meeting, shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any shareholders, and to
copying at the shareholder's expense, at any time during usual business
hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting. The original share
ledger or transfer book, or a duplicate thereof kept in the State of
Oklahoma, shall be prima facie evidence as to who are the shareholders
entitled to examine such list or share ledger or transfer book or to vote
at any meeting of shareholders.
Section
4.9. Proxies. A
shareholder may appoint a proxy to vote or otherwise act for him or her by
signing an appointment form and delivering it to the person so appointed.
All appointments of
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proxies
shall be in accordance with Oklahoma law. An appointment of a proxy is
revocable by the shareholder unless the appointment form conspicuously
states that it is irrevocable and the appointment is coupled with an
interest in the shares or in the corporation generally.
Section
4.10. Voting of
Shares by Certain Holders. Shares of a corporation held by the
Corporation in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares entitled to vote at any
given time.
4.10.1.
Shares Held by
Corporation. Shares registered in the name of another
corporation, domestic or foreign, may be voted by any officer, agent,
proxy or other legal representative authorized to vote such shares
under the laws of the state of incorporation of such corporation. This
Corporation shall treat the president or other person holding the chief
executive officer of such other corporation as authorized to vote such
shares. However, such other corporation may designate any other person or
any other holder of an office of the corporate shareholder to this
Corporation as the person or officeholder authorized to vote such
shares. Such persons or offices indicated shall be registered by this
Corporation on the transfer books for shares and included in any voting
list prepared in accordance with Section 4.8 of this Article.
4.10.2.
Shares Held by
Fiduciary. Shares registered in the name of a deceased person, a
minor ward or a person under legal disability may be voted by his or her
administrator, executor, or court appointed guardian, either in person or
by proxy, without a transfer of such shares into the name of such
administrator, executor, or court appointed guardian. Shares registered in
the name of a trustee may be voted by him or her, either in person or by
proxy.
4.10.3.
Shares Held by
Receiver. Shares registered in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a receiver
may be voted by such receiver without the transfer thereof into his or her
name if authority to do so is contained in an appropriate order of the
court by which such receiver was appointed.
4.10.4.
Shares
Pledged. A shareholder whose shares are pledged shall be entitled
to vote such shares until the shares have been transferred into the name
of the pledgee, and thereafter the
pledgee
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shall
be entitled to vote the shares so transferred.
Section
4.11. Inspectors. At
any meeting of shareholders, the chairman of the meeting may, or upon the
request of any shareholder shall, appoint one or more persons as
inspectors for such meeting. Inspectors shall:
4.11.1.
Vote Count and
Report. Determine the validity and effect of proxies; ascertain and
report the number of shares represented at the meeting; count all votes
and report the results; and perform such other acts as are required and
appropriate to conduct all elections with impartiality and fairness to the
shareholders.
4.11.2.
Written
Reports. Each report shall be in writing and such report shall be
signed by the inspector or by a majority of them if there be more than one
inspector acting at such meeting. If there is more than one inspector, the
report of a majority shall be the report of the inspectors. The report of
the inspector or inspectors on the number of shares represented at the
meeting and the results of the voting shall be prima facie evidence
thereof.
Section
4.12. Informal
Action by Shareholders. Any action required or permitted to be
taken by the shareholders of the Corporation must be effected at a duly
called annual or special meeting of such holders and, except as otherwise
mandated by Oklahoma law, may not be effected without such a meeting by
any consent in writing by such holders.
Section
4.13. Waiver of
Notice. Whenever any notice whatever is required to be given under
the provisions of the law, the certificate of incorporation or these
By-laws, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated therein,
shall be deemed equivalent to the giving of such notice. Attendance at any
meeting shall constitute waiver of notice thereof unless the person
at the meeting objects to the holding of the meeting because proper notice
was not given.
Section
4.14. Notice of
Shareholder Business. At an annual meeting of the shareholders,
only such business shall be conducted as shall have been properly brought
before the meeting. To be properly brought before an annual meeting,
business must be (a) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of Directors, (b)
otherwise properly brought before the meeting by or at the direction of
the Board of Directors, or (c) otherwise properly be requested to be
brought be
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fore
the meeting by a shareholder. For business to be properly requested to be
brought before an annual meeting by a shareholder, the shareholder must
have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation,
not less than 90 days prior to the meeting; provided, however, that in the
event that the date of the meeting is not publicly announced by the
Corporation by mail, press release or otherwise more than 90 days prior to
the meeting, notice by the shareholder to be timely must be delivered to
the Secretary of the Corporation not later than the close of business on
the seventh day following the day on which such announcement of the date
of the meeting was communicated to shareholders. A shareholder's notice to
the Secretary shall set forth as to each matter the shareholder proposes
to bring before the annual meeting (a) a brief description of the business
desired to be brought before the annual meeting and the reasons for
conducting such business at the annual meeting, (b) the name and address,
as they appear on the Corporation's books, of the shareholder proposing
such business, (c) the class and number of shares of the Corporation which
are beneficially owned by the shareholder, and (d) any material interest
of the shareholder in such business. Notwithstanding anything in the
By-laws to the contrary, no business shall be conducted at an annual
meeting except in accordance with the procedures set forth in this Section
4.14. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section 4.14, and if he should so determine, he shall so declare to the
meeting that any such business not properly brought before the meeting
shall not be transacted.
ARTICLE
5.
DIRECTORS
Section
5.1. General
Powers and Qualification. The business and affairs of the
Corporation shall be managed by or under the direction of the Board of
Directors. Directors need not be residents of the State of Oklahoma or
shareholders of the Corporation.
Section
5.2. Number. Tenure and
Resignation. The number of directors of the Corporation
shall
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be
fixed from time to time by the Board of Directors, but shall be no fewer
than 9 and no more than 15; provided, however, that no decrease in the
number of directors shall have the effect of shortening the term of any
incumbent director. Except as may otherwise be provided in or fixed by or
pursuant to the provisions of Article IV of the Corporation's Restated
Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Corporation's Common
Stock as to dividends or upon liquidation to elect directors under
specified circumstances, the directors shall be classified, with respect
to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, as determined by the Board of
Directors, one class to be originally elected for a term expiring at the
annual meeting of shareholders to be held in 1996, another class to be
originally elected for a term expiring at the annual meeting of
shareholders to be held in 1997, and another class to be originally
elected for a term expiring at the annual meeting of shareholders to be
held in 1998, with each class to hold office until its successor is
elected and qualified. At each annual meeting of the shareholders and
except as may otherwise be provided in or fixed by or pursuant to the
provisions of Article IV of the Corporation's Restated Certificate of
Incorporation relating to the rights of the holders of any class or series
of stock having a preference over the Corporation's Common Stock as to
dividends or upon liquidation to elected directors under specified
circumstances, the successors of the class of directors whose term expires
at that meeting shall be elected to hold office for a term expiring at the
annual meeting of shareholders held in the third year following the year
of their election.
Advance
notice of shareholder nominations for the election of directors shall be
given in the manner provided in Section 5.3 of this Article
5.
Except
as may otherwise be provided in or fixed by or pursuant to the provisions
of Article IV of the Corporation's Restated Certificate of Incorporation
relating to the rights of the holders of any class or series of stock
having a preference over the Corporation's Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances: (i)
newly created directorships resulting from any increase in the number of
directors and any vacancies on the
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Board
of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of
the remaining directors then in office, even though less than quorum of
the Board of Directors, (ii) any director elected in accordance with the
preceding clause (i) shall hold office for the remainder of the full term
of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been
elected and qualified and (iii) no decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.
Except
as may otherwise be provided in or fixed by or pursuant to the provisions
of Article IV of the Corporation's Restated Certificate of Incorporation
relating to the rights of the holders of any class or series of stock
having a preference over the Corporation's Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, any
director may be removed from office, with or without cause, only by the
affirmative vote of the holders of at least 80% of the combined voting
power of the then outstanding shares of the Corporation's stock entitled
to vote generally (as defined in Article VII of the Corporation's Restated
Certificate of Incorporation), voting together as a single
class.
Section
5.3. Notification of
Nominations. Except as may otherwise be provided in or fixed
by or pursuant to the provisions of Article IV of the Corporation's
Restated Certificate of Incorporation relating to the rights of the
holders of any class or series of stock having a preference over the
Corporation's Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, nominations for the election of
directors may be made by the Board of Directors or a committee appointed
by the Board of Directors or by any shareholder entitled to vote in the
election of directors generally. However, any shareholder entitled to vote
in the election of directors generally may nominate one or more persons
for election as directors at a meeting only if written notice of such
shareholder's intent to make such nomination or nominations has been
given, either by personal delivery or by United States mail, postage
prepaid, to the Secretary of the Corporation not later than (i) with
respect to an election to be held at an annual meeting of shareholders, 90
days in advance of such
meeting,
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and
(ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the
seventh day following the date on which notice of such meeting is first
given to shareholders. Each such notice shall set forth (a) the name and
address of the shareholder who intends to make the nomination and of the
person or persons to be nominated; (b) a representation that the
shareholder is a holder of record of stock of the Company entitled to vote
at such meeting and intends to appear in person or by proxy at the meeting
to nominate the person or persons specified in the notice; (c) a
description of all arrangements or understandings between 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; (d) such other information regarding each nominee
proposed by such shareholder as would be required to be included in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee
to serve as a director of the Corporation if so elected. The Chairman of
the meeting may refuse to acknowledge the nomination of any person not
made in compliance with the foregoing procedure. A director may resign at
any time by written notice to the board, its chairman, or the president or
secretary of the Corporation. The resignation is effective on the date it
bears, or its designated effective date.
Section
5.4. Quorum of
Directors. A majority of the number of directors fixed in Section
5.2 of this Article shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors; provided, however, that
if less than a majority of the number of directors fixed in Section 5.2 of
this Article is present at a meeting, a majority of the directors present
may adjourn the meeting at any time without further notice, unless
otherwise required by law.
Section
5.5. Manner of
Acting. The act of a majority of the directors present at a meeting
at which a quorum is present shall be the act of the Board of Directors,
unless the act of a greater number is required by law or these
By-laws.
Section 5.6.
Regular Meetings.
Regular meetings of the Board of Directors may be held
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without
notice at such time and place as shall from time to time be determined by
the Board of Directors.
Section 5.7. Special Meetings. Special meetings
of the Board of Directors may be called by or at the request of the
Chairman of the Board or any two directors. The person or persons
authorized to call special meetings of the Board of Directors may fix the
place for holding any special meeting of the Board of Directors called by
them.
Section
5.8. Notice. Notice
of any special meeting of the Board of Directors shall be given at least
one day prior to the meeting by written notice delivered personally, by
mail, cable, facsimile, telegram, or telex to each director at his or her
business address. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need
be specified in the notice or waiver of notice of such meeting. The
attendance of a director at any meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because
the meeting is not lawfully called or convened.
Section
5.9. Presumption
of Assent. A director of the Corporation who has been present at a
meeting of the Board of Directors at which action on any corporate matter
is taken shall be conclusively presumed to have assented to the action
taken, unless his or her dissent shall have been entered in the minutes of
the meeting or unless he or she shall have filed his or her written
dissent to such action with the person acting as the secretary of the
meeting before the adjournment thereof, or shall have forwarded such
dissent by registered mail or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. No director
who voted in favor of any action may dissent from such action after
adjournment of the meeting.
Section 5.10.
Committees. A
majority of the directors may, by resolution passed by a majority of the
number of directors fixed by the shareholders under Section 5.2 of this
Article, create one or more committees and appoint members of the board to
serve on the committee or committees. Each committee shall have two or
more members, who serve at the pleasure of the board. To the extent
specified in the resolution of the Board of Directors establishing a
committee each committee shall have and exercise all
the
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authority
of the Board of Directors, provided, however, that no such committee shall
have the authority to take any action that under Oklahoma law can only be
taken by the Board of Directors.
Section
5.11. Informal
Action by Directors. Any action required by the Oklahoma
General Corporation Act to be taken at a meeting of the Board of Directors
of the Corporation, or any other action which may be taken at a meeting of
the Board of Directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall
be signed by all of the directors entitled to vote with respect to the
subject matter thereof, or by all members of such committee, as the case
may be.
5.11.1.
Effective
Date. The consent shall be evidenced by one or more written
approvals, each of which sets forth the action taken and bears the
signature of one or more directors. All the approvals evidencing the
consent shall be delivered to the secretary to be filed in the corporate
records. The action taken shall be effective when all the directors or all
members of a committee have approved the consent unless the consent
specifies a different effective date.
5.11.2.
Effect of
Consent. Any consent signed by all the directors or all the members
of a committee shall have the same effect as a unanimous vote, and may be
stated as such in any document filed with the Secretary of State under the
Oklahoma General Corporation Law.
Section
5.12. Meeting by
Conference Telephone. Members of the Board of Directors or of
any committee of the Board of Directors may participate in and act at any
meeting of the board or committee by means of conference telephone or
other communications equipment through which all persons participating in
the meeting can hear each other. Participation in such a meeting shall be
equivalent to attendance and presence in person at the meeting of the
person or persons so participating.
Section
5.13. Compensation.
The Board of Directors, by the affirmative vote of a majority of the
directors then in office, and irrespective of any personal interest of any
of its members, shall have authority to establish reasonable compensation
of all directors for services to the Corporation as directors, officers,
or otherwise.
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ARTICLE
6.
OFFICERS
Section
6.1. Number. The
officers of the Corporation may consist of a Chairman of the Board, a
President, one or several vice presidents, a treasurer, one or more
assistant treasurers (if elected by the Board of Directors), a secretary,
one or more assistant secretaries (if elected by the Board of Directors),
and such other officers as may be elected in accordance with the
provisions of this Article. Any two or more offices may be held by the
same person.
Section 6.2.
Election and
Term of Office. The officers of the Corporation shall be elected
annually by the Board of Directors at the first meeting of the Board of
Directors held after each annual meeting of shareholders. If the election
of officers shall not be held at such meeting, such election shall be held
as soon thereafter as reasonably practicable. Subject to the provisions of
Section 6.3 hereof, each officer shall hold office until the last to occur
of the next annual meeting of the Board of Directors or until the election
and qualification of his or her successor.
Section
6.3. Removal of
Officers. Any officer elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the Corporation would be served thereby,
but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
Section
6.4. Vacancies;
New Offices. A vacancy occurring in any office may be filled and
new offices may be created and filled, at any time, by the Board of
Directors.
Section
6.5. Chairman of
the Board and Chief Executive Officer. The Chairman of the
Board shall be the chief executive officer of the Corporation. He or she
shall be in charge of the day to day business and affairs of the
Corporation, subject to the direction and control of the Board of
Directors and shall have the general powers and duties of supervision and
management usually vested in the position of Chief Executive Officer. He
or she shall preside at all meetings of the Board of Directors. He or she
shall have the power to appoint such agents and employees as in his or her
judgment may be necessary or proper for the transaction of the business of
the Corporation. He or she may sign: (i) with the secretary or other
proper officer of the Corporation thereunto authorized by the Board of
Directors, stock
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certificates
of the Corporation the issuance of which shall have been authorized by the
Board of Directors; and (ii) any contracts, deeds, mortgages, bonds,
or other instruments which the Board of Directors has authorized to be
executed, according to the requirements of the form of the
instrument.
Section
6.6. President. The
President shall assist the Chairman of the Board in the discharge of his
or her duties as the Chairman of the Board may direct, and shall perform
such other duties from time to time as may be assigned to him or her by
the Chairman of the Board or the Board of Directors. In the
absence of the Chairman of the Board or in the event of his or her
inability to act, the President shall perform the duties and exercise the
authority of the Chairman of the Board.
Section
6.7. Vice
President(s). The vice president (or in the event there is more
than one vice president, each of them) shall assist the Chairman of the
Board and the President in the discharge of his or her respective duties
as the Chairman of the Board or the President may direct, and shall
perform such other duties as from time to time may be assigned to him or
her (or them) by the Chairman of the Board, the President or the Board of
Directors. In the absence of the President or in the event of his or her
inability to act, the vice president (or vice presidents, in the order of
their election), shall perform the duties and exercise the authority of
the President.
Section
6.8. Treasurer. The
treasurer shall have charge and custody of and be responsible for all
funds and securities of the Corporation, receive and give receipts for
moneys due and payable to the Corporation from any source whatsoever, and
deposit all such moneys in the name of the Corporation in such banks,
trust companies or other depositaries as shall be selected in accordance
with the provisions of Article 7 of these By-laws, have charge of and be
responsible for the maintenance of adequate books of account for the
Corporation, and, in general, perform all duties incident to the office of
treasurer and such other duties not inconsistent with these By-laws as
from time to time may be assigned to him or her by the Chairman of the
Board, the President or the Board of Directors.
Section
6.9. Secretary. The
secretary shall keep the minutes of the shareholders' and the Board of
Directors' meetings, see that all notices are duly given in accordance
with the provisions of these By-laws or as required by law,
have
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general
charge of the corporate records and of the seal of the Corporation, have
general charge of the stock transfer books of the Corporation, keep a
register of the post office address of each shareholder which shall be
furnished to the secretary by such shareholder, sign with the Chairman of
the Board, the President, or any other officer thereunto authorized by the
Board of Directors, certificates for shares of the Corporation, the
issuance of which shall have been authorized by the Board of
Directors, and any contracts, deeds, mortgages, bonds, or other
instruments which the Board of Directors has authorized to be executed,
according to the requirements of the form of the instrument, and, in
general, perform all duties incident to the office of secretary and such
other duties not inconsistent with these By-laws as from time to time may
be assigned to him or her by the Chairman of the Board, the President or
the Board of Directors.
Section
6.10. Assistant
Treasurers and Assistant Secretaries. The Board of Directors
may elect one or more than one assistant treasurer and assistant
secretary. In the absence of the treasurer or in the event of his or her
inability to act, the assistant treasurers, in the order of their
election, shall perform the duties and exercise the authority of the
treasurer. In the absence of the secretary or in the event of his or her
inability to act, the assistant secretaries, in the order of their
election, shall perform the duties and exercise the authority of the
secretary. The assistant treasurers and assistant secretaries, in general,
shall perform such other duties not inconsistent with these By-laws
as shall be assigned to them by the treasurer or the secretary,
respectively, or by the Chairman of the Board, the President or the Board
of Directors.
Section
6.11. Compensation.
The compensation of all directors and officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such compensation by reason of the fact that he or she is also a
director of the Corporation. All compensation so established shall be
reasonable and solely for services rendered to the
Corporation.
ARTICLE
7.
FISCAL
MATTERS
Section
7.1. Fiscal
Year. The fiscal year of the Corporation shall begin on the first
day of January in each year.
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Section
7.2. Contracts. The
Board of Directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any instrument,
in the name of and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section
7.3. Loans and
Indebtedness. No substantial or material loans shall be
contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution
of the Board of Directors. Such authority may be general or confined to
specific instances.
Section
7.4. Checks.
Drafts. Etc. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation as the Board of Directors shall from time to
time designate.
Section 7.5. Deposits. All
funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust
companies or other depositaries as the Chairman of the Board, the
President, the Treasurer or the Board of Directors may
select.
ARTICLE
8.
GENERAL
PROVISIONS
Section
8.1. Dividends
and Distributions. The Board of Directors may from time to time
declare or otherwise authorize, and the Corporation may pay distributions
in money, shares or other property on its outstanding shares in the manner
and upon the terms, conditions and limitations provided by law or
certificate of incorporation.
Section
8.2. Corporate
Seal. The Board of Directors may provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon the name
of the Corporation and the words "Corporate Seal, Oklahoma." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or
in any manner reproduced.
Section
8.3. Waiver of
Notice. Whenever any notice is required to be given by law,
certificate of incorporation or under the provisions of these By-laws, a
waiver thereof in writing, signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be
deemed equivalent to the giving of such notice.
Section
8.4. Headings.
Section or paragraph
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headings
are inserted herein only for convenience of reference and shall not be
considered in the construction of any provision
hereof.
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9
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ARTICLE
9.
EMERGENCY
BY-LAWS
Section
9.1. Emergency
By-Laws. The emergency bylaws provided in this Article 9
shall be operative during any emergency resulting from an attack on the
United States or on or during any nuclear or atomic disaster, or during
the existence of any catastrophe, or other similar emergency condition, as
a result of which a quorum of the Board of Directors cannot readily be
convened for action. To the extent not inconsistent with these
emergency by-laws, the By-Laws of the Corporation shall remain in effect
during any emergency and upon its termination these emergency by-laws
shall cease to be operative.
Section
9.2. Meetings. During
any such emergency, a meeting of the Board of Directors may be called by
any officer or director by giving two days' notice thereof to such of the
directors as it may be feasible to reach at the time and by such means as
may be feasible at the time. The notice shall specify the time
and the place of the meeting, which shall be the principal executive
offices of the Corporation or any other place specified in the
notice. At any such meeting, three members of the then existing
Board of Directors shall constitute a quorum, which may act by majority
vote.
Section
9.3. Temporary
Directors. If the number of directors who are available
to act shall drop below three, additional directors, in whatever number is
necessary to constitute a Board of three Directors, shall be selected
automatically from the first available officers or employees in the order
provided in the emergency succession list established by the Board of
Directors and in effect at the time an emergency arises. Additional
directors, beyond the minimum number of three directors, but not more than
three additional directors, may be elected from any officers or employees
on the emergency succession list.
Section
9.4. Authority. The
Board of Directors is empowered with the maximum authority possible under
the Oklahoma General Corporation Act, and all other applicable law, to
conduct the interim management of the affairs of the Corporation in an
emergency in what it considers to be in the best interests of the
Corporation (including the right to amend this Article) irrespective of
the provisions of the Restated Certificate of Incorporation or of the
By-Laws.
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Section
9.5 Liability. No
officer, director or employee acting in accordance with this Article 9
shall be liable except for willful
misconduct.
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