Exhibit 3.2**BY-LAWS****OF****ACCESS PLANS USA, INC.****(Amended and Restated January 30, 2007)**
 

 
**BYLAWS****OF****ACCESS PLANS USA, INC.,**an Oklahoma Corporation(Amended and Restated January 30, 2007)**TABLE OF CONTENTS**               **Page**ARTICLE I — OFFICES  1   Section 1.1 Principal Office  1   Section 1.2 Registered Office  1   Section 1.3 Other Offices  1 ARTICLE II — MEETINGS OF SHAREHOLDERS  1   Section 2.1 Place of Meetings  1   Section 2.2 Annual Meeting  1   Section 2.3 Special Meetings  2   Section 2.4 Notice of Meetings  3   Section 2.5 Quorum  3   Section 2.6 Adjournment and Notice of Adjourned Meetings  3   Section 2.7 Voting Rights  3   Section 2.8 Joint Owners of Stock  4   Section 2.9 List of Shareholders  4   Section 2.10 Action Without Meeting  4   Section 2.11 Organization  5   Section 2.12 Voting of Shares  5   Section 2.13 Votes Required  6 ARTICLE III — BOARD OF DIRECTORS  6   Section 3.1 General Powers  6   Section 3.2 Number, Qualifications and Tenure  6   Section 3.3 Vacancies  7   Section 3.4 Resignation  7   Section 3.5 Removal  7   Section 3.6 Chairman of Board  7   Section 3.7 Compensation  7 ARTICLE IV — MEETINGS OF DIRECTORS      Section 4.1 Annual Meetings  8 
 

 
               **Page**  Section 4.2 Regular Meetings  8   Section 4.3 Special Meetings  8   Section 4.4 Notice  8   Section 4.5 Waiver by Attendance  8   Section 4.6 Quorum  8   Section 4.7 Manner of Acting  8   Section 4.8 Presumption of Assent  8   Section 4.9 Informal Action by Directors  9   Section 4.10 Participation in Meetings by Conference Telephone  9   Section 4.11 Executive Sessions  9   Section 4.12 Reliance on Others  9 ARTICLE V — COMMITTEES  9   Section 5.1 Executive Committee  9   Section 5.2 Audit Committee  9   Section 5.3 Compensation Committee  10   Section 5.4 Other Committees  11   Section 5.5 Term  11   Section 5.6 Meetings  11   Section 5.7 Minutes  12   Section 5.8 Responsibility of Directors  12 ARTICLE VI — OFFICERS  12   Section 6.1 Officers Designated  12   Section 6.2 Tenure and Duties of Officers  12   Section 6.3 Delegation of Authority  14   Section 6.4 Resignations  14   Section 6.5 Removal  14   Section 6.6 Compensation of Officers  14   Section 6.7 Bonds  14 ARTICLE VII — EXECUTION OF INSTRUMENTS AND VOTING OF SECURITIES HELD BY THE CORPORATION  15   Section 7.1 Execution of Instruments  15   Section 7.2 Voting of Securities Owned by the Corporation  15 ARTICLE VIII — CERTIFICATES FOR SHARES AND THEIR TRANSFER; OTHER SECURITIES  15   Section 8.1 Form and Execution of Certificates  15   Section 8.2 Lost Certificates  16   Section 8.3 Transfers  16   Section 8.4 Fixing Record Dates  16   Section 8.5 Registered Shareholders  16   Section 8.6 Treasury Shares  17   Section 8.7 Execution of Other Securities  17 ARTICLE IX — INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS  17   Section 9.1 Right to Indemnification  17   Section 9.2 Right to Advancement of Expenses  19 
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               **Page**  Section 9.3 Non-Exclusivity of Rights  19   Section 9.4 Insurance  19   Section 9.5 Right of Indemnitee to Bring Suit  19   Section 9.6 Survival of Rights  20   Section 9.7 Amendments  20   Section 9.8 Savings Clause  20   Section 9.9 Certain Definitions  20 ARTICLE X — NOTICES  20   Section 10.1 Notice to Shareholders  20   Section 10.2 Notice to Directors  20   Section 10.3 Address Unknown  21   Section 10.4 Affidavit of Mailing  21   Section 10.5 Time of Notices Deemed Given  21   Section 10.6 Failure to Receive Notice  21   Section 10.7 Notice to Person with WhomCommunication Shall Be Unlawful  21   Section 10.8 Notice to Person with Undeliverable Address  21 ARTICLE XI — DIVIDENDS  21   Section 11.1 Declaration of Dividends  20   Section 11.2 Dividend Reserve  20 ARTICLE XII — AMENDMENTS  22   Section 12.1 Amendments  22   Section 12.2 Application of Bylaws  22 ARTICLE XIII OTHER PROVISIONS  22   Section 13.1 Loans to Directors and Officers  22   Section 13.2 Annual Report  22   Section 13.3 Fiscal Year  22   Section 13.4 Charter Provisions  23   Section 13.5 Corporate Seal  23 
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**BYLAWS****OF****ACCESS PLANS USA, INC.****ARTICLE I****OFFICES**     **Section 1.1 Principal Office.**The principal office of the Corporation shall be locatedwithin or without the State of Oklahoma and as may be designated from time to time by the Board ofDirectors.     **Section 1.2 Registered Office.**The registered office of the Corporation required by law tobe maintained in the State of Oklahoma may be, but need not be, identical with the principal officeof the Corporation. The address of the registered office may be changed from time to time by theBoard of Directors in the manner provided by law.     **Section 1.3 Other Offices.**The Corporation may have offices at such other places as theBoard of Directors may from time to time determine or as the business of the Corporation mayrequire. The books and record of the Corporation may be kept (subject to any provision containedin the corporate law of the State of Oklahoma) at such place or places as may be determined fromtime to time by the Board of Directors or in these Bylaws.**ARTICLE II****MEETINGS OF SHAREHOLDERS**     **Section 2.1 Place of Meetings.**Meetings of the shareholders of the Corporation shall be heldat such place as may be designated from time to time by the Board of Directors, or, if not sodesignated, then at the principal executive offices of the Corporation.     **Section 2.2 Annual Meeting.**(a) The annual meeting of the shareholders of the Corporation,for the purpose of election of Directors and for such other business as may lawfully come beforeit, shall be held on such date and at such time as may be designated from time to time by the Boardof Directors.     (b) At an annual meeting of the shareholders, only such business as shall have been properlybrought before the meeting shall be conducted. All proxy solicitations by the Corporation or itsmanagement shall be conducted in accordance with the Regulation 14A promulgated under theSecurities Exchange Act of 1934, as amended (the “1934 Act”). To be properly brought before anannual meeting, business must be: (A) specified in the notice of meeting and proxy statement (orany supplement thereto) given and delivered 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 brought before the meeting by a shareholder. For business to be properlybrought before an annual meeting by a shareholder, the shareholder must have given timely noticethereof in writing to the Secretary of the Corporation. To be timely, a shareholder’s notice mustbe delivered to or mailed and received at the principal executive offices of the Corporation notless than one hundred twenty (120) calendar days in advance of the date of the Notice of AnnualMeeting released to shareholders in connection with the previous year’s annual meeting ofshareholders; provided, however, that in the event that an annual meeting was not held in theprevious year or the date of the annual meeting has been changed by more than thirty (30) days fromthe date contemplated at the time of the previous year’s Notice of Annual Meeting, notice by theshareholder to be timely must be so received a reasonable time before the Notice of Annual Meetingis released to shareholders. A shareholder’s notice to the Secretary shall set forth as to eachmatter the shareholder proposes to bring before the annual meeting: (i) a brief description of thebusiness desired to be brought before the annual meeting and the reasons for conducting suchbusiness at the annual meeting; (ii) the name and address, as they appear on the Corporation’sbooks, of the
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shareholder proposing such business; (iii) the class and number of shares of theCorporation that are beneficially owned by the shareholder; (iv) any material interest of theshareholder in such business; and (v) any other information that is required to be provided by theshareholder pursuant to Regulation 14A promulgated under the 1934 Act in such shareholder’scapacity as a proponent of a shareholder proposal.     Notwithstanding anything in these Bylaws to the contrary, no shareholder proposal shall beconsidered at any annual meeting except in accordance with the procedures set forth in thisSection. The chairman of the annual meeting shall, if the facts warrant, determine and declare atthe meeting that business was not properly brought before the meeting and in accordance with theprovisions of this Section, and, if the chairman should so determine, the chairman shall so declareat the meeting that any such business not properly brought before the meeting shall not betransacted.     (c) Only persons who are nominated in accordance with the procedures set forth in this Sectionshall be eligible for election as Directors. Nominations of persons for election to the Board ofDirectors of the Corporation may be made at a meeting of shareholders by or at the direction of theBoard of Directors or by any shareholder of the Corporation entitled to vote in the election ofDirectors at the meeting who complies with the notice procedures set forth in this paragraph. Suchnominations, other than those made by or at the direction of the Board of Directors, shall be madepursuant to timely notice in writing to the Secretary of the Corporation in accordance with theprovisions of paragraph (b) of this Section 3.2. Such shareholder’s notice shall set forth (i) asto each person, if any, whom the shareholder proposes to nominate for election or re-election as aDirector: (A) the name, age, business address and residence address of such person; (B) theprincipal occupation or employment of such person; (C) the class and number of shares of theCorporation which are beneficially owned by such person; (D) a description of all arrangements orunderstandings between the shareholder and each nominee and any other person or persons (namingsuch person or persons) pursuant to which the nominations are to be made by the shareholder; and(E) any other information relating to such person that is required to be disclosed in solicitationsof proxies for election of Directors, or is otherwise required in each case pursuant to Regulation14A promulgated under the 1934 Act (including without limitation such person’s written consent tobeing named in the proxy statement, if any, as a nominee and to serving as a Director if elected);and (ii) as to such shareholder giving notice, the information required to be provided pursuant tosubsection (b) of this Section 2.2. At the request of the Board of Directors, any person nominatedby a shareholder for election as a Director shall furnish to the Secretary of the Corporation thatinformation required to be set forth in the shareholder’s notice of nomination which pertains tothe nominee. No person shall be eligible for election as a Director of the Corporation unlessnominated in accordance with the procedures set forth in this paragraph. The chairman of themeeting shall, if the facts warrant, determine and declare at the meeting that a nomination was notmade in accordance with the procedures prescribed by these Bylaws, and if the chairman should sodetermine, the chairman shall so declare at the meeting, and the defective nomination shall not berecognized and the nominee shall not be entitled to appear on the ballot.     **Section 2.3 Special Meetings.**(a) Special meetings of the shareholders of the Corporationmay only be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors,(ii) the Chief Executive Officer or (iii) the Board of Directors pursuant to a resolution adoptedby a majority of the total number of authorized Directors (whether or not there exist any vacanciesin previously authorized directorships at the time any such resolution is presented to the Board ofDirectors for adoption). All proxy solicitations by the Corporation or its management shallbe conducted in accordance with the Regulation 14A promulgated under the 1934 Act.     (b) If a special meeting shall be called pursuant to subsection (a) above by any person orpersons other than the Board of Directors, the request shall be in writing, specifying the generalnature of the business proposed to be transacted, and shall be delivered personally or sent byregistered mail or by telegraphic or other facsimile transmission to the Chairman of the Board ofDirectors, the President, or the Secretary of the Corporation. No business may be transacted atsuch special meeting otherwise than specified in such notice and the accompanying proxy statementand in accordance with Regulation 14A promulgated under the 1934 Act. The Board of Directors shalldetermine the time and place of such special meeting, which shall be held not less than thirty-five(35) nor more than one hundred twenty (120) days after the date of the receipt of the request.Upon determination of the time and place of the meeting, the officer receiving the request shallcause notice to be given to the shareholders entitled to vote, in accordance with the provisions ofSection 2.4 of these Bylaws. If the notice is not given within sixty (60)
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days after the receipt ofthe request, the person or persons requesting the meeting may set the time and place of the meetingand give the notice. Nothing contained in this subsection (b) shall be construed as limiting,fixing or affecting the time when a meeting of shareholders called by action of the Board ofDirectors may be held.     **Section 2.4 Notice of Meetings.**Except as otherwise provided by law or the certificate ofincorporation of the Corporation, as the same may be amended or restated from time to time andincluding any certificates of designation thereunder (hereinafter, the “Certificate ofIncorporation”), written notice of each meeting of shareholders shall be given not less than twenty(20) nor more than sixty (60) days before the date of the meeting to each shareholder entitled tovote at such meeting, such notice to specify the place, date, time and purpose or purposes of themeeting and the means of remote communications, if any, by which shareholders and proxy holders maybe deemed to be present in person and vote at the meeting. Notice of any meeting of shareholdersmay be waived in writing, signed by the person entitled to notice thereof, either before or aftersuch meeting, and will be waived by any shareholder by his or her attendance thereat in person orby proxy, except when the shareholder attends a meeting for the express purpose of objecting, atthe beginning of the meeting, to the transaction of any business because the meeting was notlawfully called or convened. Any shareholder so waiving notice of such meeting shall be bound bythe proceedings of any such meeting in all respects as if due notice thereof had been given.     **Section 2.5 Quorum.**At all meetings of shareholders, except where otherwise provided bystatute or by the Certificate of Incorporation, or by these Bylaws, the presence, in person or byproxy duly authorized, of the holders of one-third (1/3rd) of the outstanding shares of stockentitled to vote shall constitute a quorum for the transaction of business. In the absence of aquorum, any meeting of shareholders may be adjourned, from time to time, either by the chairman ofthe meeting or by vote of the holders of a majority of the shares represented thereat, but no otherbusiness shall be transacted at such meeting. The shareholders present at a duly called orconvened meeting, at which a quorum is present, may continue to transact business untiladjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all actiontaken by the holders of a majority of the votes cast, excluding abstentions, at any meeting atwhich a quorum is present shall be valid and binding upon the Corporation; provided, however, thatDirectors shall be elected by a plurality of the votes of the shares present in person orrepresented by proxy at the meeting and entitled to vote on the election of Directors. Where aseparate vote by a class or classes is required, a majority of the outstanding shares of such classor classes, present in person or represented by proxy, shall constitute a quorum entitled to takeaction with respect to that vote on that matter and the affirmative vote of the majority(plurality, in the case of the election of Directors) of shares of such class or classes present inperson or represented by proxy at the meeting shall be the act of such class.     **Section 2.6 Adjournment and Notice of Adjourned Meetings.**Any meeting of shareholders,whether annual or special, may be adjourned from time to time either by the chairman of the meetingor by the vote of a majority of the shares casting votes, excluding abstentions. When a meeting isadjourned to another time or place, notice need not be given of the adjourned meeting if the timeand place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the Corporation may transact any business thatmay have been transacted at the original meeting. If the adjournment shall be for more than thirty(30) days or if after the adjournment a new record date shall be fixed for the adjourned meeting, anotice of the adjourned meeting shall be given to each shareholder of record entitled to vote atthe meeting.     **Section 2.7 Voting Rights.**For the purpose of determining those shareholders entitled tovote at any meeting of the shareholders, except as otherwise provided by law, only persons in whosenames shares stand on the stock records of the Corporation on the record date, as provided inSection 2.9 of these Bylaws, shall be entitled to vote at any meeting of shareholders. Shares maybe voted either in person or by one or more agents authorized by a written proxy executed by theshareholder or by the shareholder’s duly authorized attorney-in-fact. The appointment of a proxyshall be filed in writing with the Secretary at, or before, the meeting. Any copy, facsimiletelecommunication or other reliable reproduction of the writing or transmission created pursuant tothis Section may be substituted or used in lieu of the original writing or transmission for any andall purposes for which the original writing or transmission could be used, provided that such copy,facsimile telecommunication or other reproduction shall be a complete reproduction of the entireoriginal writing or transmission.
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     A proxy is not valid after the expiration of three years from the date of its execution,unless the person executing it specifies thereon the length of time for which it is to continue inforce, or limits its use to a particular meeting. The termination of a proxy’s authority by act ofthe shareholder shall, subject to the time limitation set forth herein, be ineffective untilwritten notice of the termination has been received by the Secretary. A proxy’s authority shallnot be revoked by the death or incapacity of the maker unless, before the vote shall have been castor the authority shall have been exercised, written notice of such death or incapacity shall havebeen received by the Corporation.     **Section 2.8 Joint Owners of Stock.**If shares or other securities having voting power standof record in the names of two (2) or more persons, whether fiduciaries, members of a partnership,joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or morepersons have the same fiduciary relationship respecting the same shares, unless the Secretary isgiven written notice to the contrary and is furnished with a copy of the instrument or orderappointing them or creating the relationship wherein it is so provided, their acts with respect tovoting shall have the following effect: (a) if only one (1) votes, such person’s act binds all; (b)if more than one (1) votes, the act of the majority so voting binds all; or (c) if more than one(1) votes, but the vote is evenly split on any particular matter, each faction may vote thesecurities in question proportionally, or may apply to the district court to appoint an additionalperson to act with the persons so voting the shares, which shall then be voted as determined by amajority of such persons and the person appointed by the court. If the instrument filed with theSecretary shows that any such tenancy is held in unequal interests, a majority or even-split forthe purpose of clause (c) shall be a majority or even-split in interest.     **Section 2.9 List of Shareholders.**The Secretary shall prepare and make, at least ten (10)days before every meeting of shareholders, a complete list of the shareholders entitled to vote atsaid meeting, arranged in alphabetical order, showing the address of each shareholder and thenumber of shares registered in the name of each shareholder. Such list shall be open to theexamination of any shareholder, for any purpose germane to the meeting, during ordinary businesshours, for a period of at least ten (10) days prior to the meeting, either at a place within thecity where the meeting is to be held, which place shall be specified in the notice of the meeting,or, if not specified, at the place where the meeting is to be held. The Corporation shall not berequired to include electronic mail addresses or other electronic contact information on the list.The list shall be open to the examination of any shareholder, for any purpose germane to themeeting for a period of at least ten (10) days prior to themeeting: (A) on a reasonably accessible electronic network; provided that the information required togain access to the list is provided with the notice of the meeting; or (B) during ordinary businesshours, at the principal place of business of the Corporation. In the event that the Corporationdetermines to make the list available on an electronic network, the Corporation may take reasonablesteps to ensure that the information is available only to shareholders of theCorporation. If the meeting is to be held at a place, then the list shall also be produced andkept at the time and place of the meeting during the whole time thereof, and may be inspected byany shareholder present at the meeting. If the meeting is to be held solely by means of remotecommunication, then the list shall also be open to the examination of any shareholder during thewhole time of the meeting on a reasonably accessible electronic network, and the informationrequired to access the list shall be provided with the notice of the meeting.     **Section 2.10 Action Without Meeting.**The shareholders of the Corporation may take action bywritten consent without a meeting to the extent and in the manner permitted by law. Any actiontaken by the shareholders of the Corporation shall be in shall be conducted in accordance with theRegulation 14C promulgated under the 1934 Act. Any action which may be taken at a meeting of theshareholders may be taken without a meeting if a consent in writing, setting forth the action sotaken, shall be signed by the holders of outstanding stock having not less than the minimum numberof votes that would be necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted and shall be delivered to the Corporation bydelivery to its registered office in Oklahoma, it principal place of business, or the Secretary.Delivery shall be made by hand or by certified or registered mail, return receipt requested.
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     Each written consent shall bear the date of signature of each shareholder who signs theconsent and no written consent shall be effective to take the corporate action referred to thereinunless, within sixty (60) days of the date of the earliest dated consent delivered to theCorporation, a written consent or consents signed by a sufficient number of holders to take actionare delivered to the Corporation in the manner prescribed in the first paragraph of this Section.     In order that the Corporation may determine the shareholders entitled to consent to corporateaction in writing without a meeting, the Board of Directors of the Corporation may fix a recorddate, which record date shall not precede the date upon which the resolution fixing the record dateis adopted by the Board of Directors, and which date shall not be more than ten (10) days after thedate upon which the resolution fixing the record date adopted by the Board of Directors. If norecord date has been fixed by the Board of Directors, the record date for determining shareholdersentitled to consent to corporate action in writing without a meeting, when no prior action by theBoard of Directors shall be required by the Oklahoma General Corporation Act, shall be the firstdate on which a signed written consent setting forth the action taken or proposed to be taken shallhave been received by the Corporation by delivery to the Secretary of the Corporation. If norecord date has been fixed by the Board of Directors and prior action by the Board of Directorsshall be required by the Oklahoma General Corporation Act, the record date for determiningshareholders entitled to consent to corporate action in writing without a meeting shall be at theclose of business on the day on which the Board of Directors adopts the resolution taking action.     **Section 2.11 Organization.**(a) At every meeting of shareholders, unless another officer ofthe Corporation has been appointed by the Board of Directors, the Chairman of the Board ofDirectors shall act as chairman unless another officer of the Corporation has been appointed by theBoard of Director, or, if a Chairman has not been appointed, shall be absent, or designates thenext senior officer present to so act, the Chief Executive Office, or if the Chief ExecutiveOfficer shall be absent, the President, or, if the President shall be absent, the most senior VicePresident present, or, in the absence of any such officer, a chairman of the meeting chosen by amajority in interest of the shareholders entitled to vote, present in person or by proxy, shall actas chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so bythe Chief Executive Officer, or if the Chief Executive Officer shall be absent, by the President,shall act as secretary of the meeting.     (b) The Board of Directors of the Corporation shall be entitled to make such rules orregulations for the conduct of meetings of shareholders as it deems necessary, appropriate orconvenient. Subject to such rules and regulations of the Board of Directors, if any, the chairmanof the meeting shall have the right and authority to prescribe such rules, regulations andprocedures and to do all such acts as, in the judgment of such chairman, arenecessary, appropriate or convenient for the proper conduct of the meeting, including, withoutlimitation, establishing an agenda or order of business for the meeting, rules and procedures formaintaining order at the meeting and the safety of those present, limitations on participation insuch meeting to shareholders of record of the Corporation and their duly authorized and constitutedproxies and such other persons as the chairman shall permit, restrictions on entry to the meetingafter the time fixed for the commencement thereof, limitations on the time allotted to questions orcomments by participants and regulation of the opening and closing of the polls for balloting onmatters that are to be voted on by ballot. Unless and to the extent determined by the Board ofDirectors or the chairman of the meeting, meetings of shareholders shall not be required to be heldin accordance with rules of parliamentary procedure.     **Section 2.12 Voting of Shares.**Each outstanding share of capital stock entitled to voteshall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders,subject to the voting rights and privileges, lack thereof, or limitations thereon, of the class orseries of capital stock. At each election for Directors, every shareholder entitled to vote atsuch election shall have the right to vote, in person or by proxy, the number of shares standing ofrecord in his or her name for each person nominated as a Director to be elected and for whoseelection he or she has a right to vote.     Treasury shares, or other shares not at the time outstanding, shall not, directly orindirectly, be voted at any shareholders’ meeting or counted in calculating the actual voting powerof shareholders at any given time, but shares of Corporation stock held by the Corporation in afiduciary capacity may be voted and shall be counted in
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determining the total number of outstandingshares and the actual voting power of the shareholders at any given time.     Every stock vote at a meeting of shareholders shall be taken by written ballots, each of whichshall state the name of the shareholder or proxy voting and such other information as may berequired under the procedure established for the meeting. The Corporation may, and to the extentpermitted by law, shall, in advance of any meeting of shareholders, appoint one or more inspectorsto act at the meeting and make a written report thereof. The Corporation may designate one or morepersons as alternate inspectors to replace any inspector who fails to act. If no inspector oralternate shall be able to act at a meeting of shareholders, the person presiding at the meetingmay, and to the extent required by law, shall, appoint one or more inspectors to act at themeeting. Each inspector, before entering upon the discharge of his or her duties, shall take andsign an oath faithfully to execute the duties of inspector with strict impartiality and accordingto the best of his or her ability. Every vote taken by ballots shall be counted by an inspector orinspectors appointed by the chairman of the meeting.     **Section 2.13 Votes Required.**The vote of a majority of the shares voted at a meeting ofshareholders, duly held at which a quorum shall be present, shall be sufficient to take orauthorize action upon any matter which may properly come before the meeting, except as otherwiseprovided by law or by these Bylaws.**ARTICLE III****BOARD OF DIRECTORS**     **Section 3.1 General Powers.**The powers of the Corporation shall be exercised, its businessconducted and its property controlled by the Board of Directors, except as may be otherwiseprovided by law or by the Certificate of Incorporation. If any provision shall be made in theCertificate of Incorporation, the powers and duties conferred or imposed upon the Board ofDirectors by the provisions of the Oklahoma General Corporation Act shall be exercised or performedto the extent and by the person or persons stated in the Certificate of Incorporation.     **Section 3.2 Number, Qualifications and Tenure.**(a) The number of Directors constituting theBoard of Directors shall be at least one and such number as the Directors may from time to timedetermine by resolution of the Board of Directors or election by the Board of Directors.     (b) Directors need not be residents of the State of Oklahoma or shareholders of theCorporation, unless so required by the Certificate of Incorporation. During any period that theCorporation shall be subject to the reporting obligations of the 1934 Act, the majority of themembers of the Board of Directors shall be “independent directors” within the meanings of the 1934Act and the rules and regulations promulgated thereunder by the U.S. Securities and ExchangeCommission (the “SEC”) and the rules and regulations of National Association of SecuritiesDealers, Inc. (“NASD”) and Nasdaq Stock Market, Inc. (“Nasdaq”).     In the event a Nominating Committee shall not be in existence at the applicable time, allnominees for election to the Board of Directors shall be approved by a majority of the “independentdirectors” within the meanings of the 1934 Act and the rules and regulations promulgated thereunderby the SEC and the rules and regulations of NASD and Nasdaq.     (c) The Directors shall be elected at the annual or adjourned annual meeting of theshareholders (except as herein otherwise provided for the filling of vacancies) and each Directorshall hold office until the Director’s death, resignation, retirement, removal, disqualification,or the Director’s successor shall have been elected and qualified. If, for any reason, theDirectors shall not have been elected at an annual meeting, the Directors may be elected as soonthereafter as convenient at a special meeting of the shareholders called and held for that purposein the manner provided in these Bylaws and in accordance with the Oklahoma General Corporation Act.
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     **Section 3.3 Vacancies.**Vacancies occurring on the Board of Directors for any reason may befilled by vote of a majority of the remaining members of the Board of Directors, although less thana quorum, at any meeting of the Board of Directors, or by a sole remaining Director. Each Directorso elected shall hold office for the unexpired portion of the term of the Director whose placeshall be vacant and until his or her successor shall have been duly elected and qualified or untilsuch Director’s earlier death, resignation or due removal. A vacancy in the Board of Directorsshall be deemed to exist under this Section 3.3 in the case of the death, removal or resignation ofany Director, or if the shareholders fail at any meeting of shareholders at which Directors are tobe elected (including any meeting referred to in Section 4.1, 4.2 or 4.3 below) to elect the numberof Directors then constituting the whole Board of Directors.     At a special meeting of shareholders, the shareholders may elect a Director to fill anyvacancy not filled by the Board of Directors.     **Section 3.4 Resignation.**Any Director may resign at any time by delivering his or herwritten resignation to the Secretary, such resignation to specify whether it will be effective at aparticular time, upon receipt by the Secretary or at the pleasure of the Board of Directors. If nosuch specification shall be made, it shall be deemed effective at the pleasure of the Board ofDirectors. When one or more Directors shall resign from the Board of Directors, effective at afuture date, a majority of the Directors then in office, including those who have so resigned,shall have power to fill such vacancy or vacancies, the vote thereon to take effect when suchresignation or resignations shall become effective, and each Director so chosen shall hold officefor the unexpired portion of the term of the Director whose place shall be vacated and until his orher successor shall have been duly elected and qualified.     **Section 3.5 Removal.**The entire Board of Directors, or any individual Director, may beremoved at any time, with or without cause, by a vote of the shareholders holding a majority of theoutstanding shares entitled to vote at an annual or special meeting of shareholders. Whenever theholders of any class or series of capital stock of the Corporation are entitled to elect one ormore Directors by theprovisions of the Certificate of Incorporation, the provisions of this Section 3.4 shall applywith respect to the removal of a Director or Directors so elected, to the vote of the holders ofthe outstanding shares of that class or series and not to the vote of the outstanding shares as awhole.     **Section 3.6 Chairman of Board.**There may be a Chairman of the Board of Directors elected bythe Directors from their number at the annual meeting of the Board of Directors. The Chairmanshall preside at all meetings of the Board of Directors and perform such other duties as may bedirected by the Board.     **Section 3.7 Compensation.**Directors shall be entitled to such compensation for theirservices as may be approved by the Board of Directors, including, if so approved, by resolution ofthe Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at eachregular or special meeting of the Board of Directors and at any meeting of a committee of the Boardof Directors. Nothing in these Bylaws shall be construed to preclude any Director from serving theCorporation in any other capacity as an officer, agent, employee, or otherwise and receivingcompensation for service in the capacity.     **Section 3.8 Organization.**The Chairman of the Board shall preside at the meetings of theBoard of Directors, if present. In the case of any meeting, if there shall be no Chairman of theBoard or if the Chairman shall not be present, the Vice Chairman (if there be one) shall preside,or if there be no Vice Chairman or if the Vice Chairman shall not be present, a chairman chosen bya majority of the Directors present shall act as chairman of such meeting. The Secretary of theCorporation or, in the absence of the Secretary, any person appointed by the Chairman shall act assecretary of the meeting.
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**ARTICLE IV****MEETINGS OF DIRECTORS**     **Section 4.1 Annual Meetings.**Unless the Board of Directors shall determine otherwise, theannual meeting of the Board of Directors shall be held immediately before or after the annualmeeting of shareholders and at the place where such meeting shall be held. No notice of an annualmeeting of the Board of Directors shall be necessary and such meeting shall be held for the purposeof electing officers and transacting any other business as may lawfully come before it. At itsannual meeting the Board of Directors shall conduct a self-evaluation to determine whether itsstanding committees are functioning effectively.**Section 4.2 Regular Meetings.**Except as hereinafter otherwise provided by law or in these Bylaws,regular meetings of the Board of Directors shall be held in the principal executive offices of theCorporation. Unless otherwise restricted by the Certificate of Incorporation, regular meetings ofthe Board of Directors may also be held at any time or place as designated by resolution of theBoard of Directors (without other notice than the resolution) or the written consent of allDirectors.     **Section 4.3 Special Meetings.**Special meetings of the Board of Directors may be called bythe resident or by a majority of the Directors. The person or persons authorized to call specialmeetings of the Board of Directors may fix any time and place, either within or without the Stateof Oklahoma, as the time and place for holding any special meeting of the Board of Directors calledby them.     **Section 4.4 Notice**. Notice of special meetings of the Board of Directors shall be given toeach Director not less than three (3) days before the date of the meeting by any usual means ofcommunication. All business to be transacted at, and all purposes of, any regular or specialmeeting of the Board of Directors must be specified in the notice or waiver of notice of themeeting, except as may otherwise be required by law or provided for in the Certificate ofIncorporation or these Bylaws. Notice of any meeting may be waived in writing at any time beforeor after the meeting and will be deemed waived by any Director by attendance thereat, except whenthe Director attends the meeting solely for the express purpose of objecting, at the beginning ofthe meeting, to the transaction of any business because the meeting was not lawfully called orconvened.     **Section 4.5 Waiver by Attendance.**Attendance of a Director at a meeting of the Board ofDirectors shall constitute a waiver of notice of such meeting, except where a Director attends ameeting for the express purpose of objecting to the transaction of any business because the meetingwas not lawfully called or convened. The transaction of all business at any meeting of the Boardof Directors, or any committee thereof, however called or noticed, or wherever held, shall be asvalid as though had at a meeting duly held after regular call and notice, if a quorum be presentand if, either before or after the meeting, each of the Directors not present shall sign a writtenwaiver of notice, or a consent to holding such meeting, or an approval of the minutes the meeting.All such waivers, consents or approvals shall be filed with the corporate records or made a part ofthe minutes of the meeting.     **Section 4.6 Quorum.**A quorum of the Board of Directors shall consist of a majority of theexact number of Directors fixed from time to time in accordance with Section 3.2 of these Bylaws,but not less than one (1); provided, however, at any meeting whether a quorum be present orotherwise, a majority of the Directors present may adjourn from time to time until the time fixedfor the next regular meeting of the Board of Directors, without notice other than by announcementat the meeting.     **Section 4.7 Manner of Acting.**Except as otherwise provided in these Bylaws, the act of themajority of the Directors present at a meeting at which a quorum was present shall be the act ofthe Board of Directors, unless a different vote shall be required by law, the Certificate ofIncorporation or these Bylaws.     **Section 4.8 Presumption of Assent.**A Director of the Corporation present at a meeting of theBoard of Directors at which action on any corporate matter was taken shall be presumed to haveassented to the action taken unless his or her contrary vote or abstention shall be recorded or hisor her dissent shall have been otherwise entered in the minutes of the meeting or unless he or sheshall file his or her written dissent of such action with the person
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acting as the Secretary of themeeting before the adjournment thereof or shall forward such dissent by registered mail to theSecretary promptly after the adjournment of the meeting. An abstention shall be deemed a negativevote. Such right to dissent shall not apply to a Director who voted in favor of such action.     **Section 4.9 Informal Action by Directors.**Any action that may be taken at a meeting of theBoard of Directors may be taken without a meeting if a record or memorandum thereof be made inwriting and signed by all of the members of the Board. Such writing or memorandum shall be filedwith the Secretary as part of the corporate records.     **Section 4.10 Participation in Meetings by Conference Telephone.**Members of the Board ofDirectors, or any committee thereof, may participate in a meeting of such Board or committee bymeans of conference telephone or similar communications equipment by means of which personsparticipating in the meeting can hear each other and such participation shall constitute presencein person at such meeting.     **Section 4.11 Executive Sessions.**Preceding or following each meeting of the Board ofDirectors, the “independent directors” shall meet in executive sessions without the Corporation’sexecutive officers and other employees, unless the executive officer or employee shall be appearingbefore the executive session by invitation or request. A Director shall be designated to presideat the executive sessions, although there shall be no requirement to designate a single Directorwho will preside at all executive sessions.     **Section 4.12 Reliance on Others.**A member of the Board of Directors, or a member of anycommittee designated by the Board of Directors, in the performance of the member’s duties, shall befully protected in relying in good faith upon the records of the Corporation and upon information,opinions, reports, or statements presented to the Corporation by any of the Corporation’s officersor employees, or committees of the Board of Directors, or by any other person as to matters themember reasonably believes are within the competence of the officer, employee, committee or otherperson and who have been selected with reasonable care by or on behalf of the Corporation.**ARTICLE V****COMMITTEES**     **Section 5.1 Executive Committee.**The Board of Directors may by resolution passed by amajority of the whole Board of Directors appoint an Executive Committee to consist of two (2) ormore members of the Board of Directors. The Executive Committee, to the extent permitted by lawand specifically granted by the Board of Directors, shall have, and may exercise when not session,all powers of the Board of Directors in the management of the business and affairs of theCorporation, except such committee shall not have the power or authority to amend the Certificateof Incorporation, to adopt an agreement of merger or consolidation, to recommend to theshareholders the sale, lease or exchange of all or substantially all of the Corporation’s propertyand assets, to recommend to the shareholders of the Corporation a dissolution of the Corporation ora revocation of a dissolution, or to amend these Bylaws.     **Section 5.2 Audit Committee.**(a) The Board of Directors shall by resolution passed by amajority of the whole Board of Directors appoint an Audit Committee to consist of three (3) or moremembers of the Board of Directors, each of whom shall meet the independence and experiencerequirements of the 1934 Act and the rules and regulations promulgated thereunder by the SEC andthe rules and regulations of NASD and Nasdaq, including one of the members qualifying as a“financial expert.” The members of the Committee shall be elected annually at the meeting of thefull Board following the Corporation’s annual shareholders meeting and will be listed in the annualreport and proxy statement to shareholders. One of the members will be elected Committee Chair bythe Board.     (b) The Board of Directors shall adopt an Audit Committee Charter setting forth the requiredmembership of the Audit Committee and the purposes, duties and responsibilities of the AuditCommittee, which Charter may be amended from time to time by the Board of Directors. In accordancewith the Audit Committee Charter, the Audit Committee’s primary function shall be to assist theBoard of Directors in fulfilling and improving its oversight responsibilities with respect to (i)the appointment, compensation, and over-sight of the work of the Corporation’s
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independentaccountants (including resolution of disagreements between management and the independentaccountants regarding financial reporting) for the purpose of preparing or issuing an audit reportor related work; (ii)the annual and quarterly financial information and corporate disclosures to beprovided to shareholders and the SEC and the accuracy and reliability of the financial informationand disclosures; (iii) the system of internal controls that management has established; and (iv)the internal and external audit process. In addition, the Audit Committee shall provide a line ofcommunication between the Corporation’s independent accountants, accounting staff, financialmanagement and the Board of Directors. The Committee shall establish a clear understanding withthe Board of Directors and the independent accountants that the ultimate accountability of theindependent accountants shall be to the Board and the Audit Committee. The independent accountantsshall be required to report directly to the Audit Committee. The Audit Committee shall make regularreports to the Board of Directors concerning its activities.     (c) The Audit Committee’s duties shall not include the planning or conduct of audits ordetermination that the Corporation’s financial statements are in accordance with generally acceptedaccounting principles. This shall be the responsibility of the Corporation’s Chief ExecutiveOfficer and Chief Financial Officer and independent accountants. Furthermore, unless otherwiseauthorized and approved by the Board of Directors, the Audit Committee’s duties shall not requirethe Committee to assure compliance with laws and regulations and the Corporation’s business conductguidelines.     (d) The Audit Committee shall have the authority to investigate any matter or activityinvolving financial accounting and financial reporting, as well as the internal controls of theCorporation. In that regard, the Audit Committee will have the authority to approve the retentionof external professionals to render advice and counsel in such matters. All employees of theCorporation shall be directed to cooperate with respect thereto as requested by members of theAudit Committee. Furthermore, the Audit Committee shall have the authority to resolvedisagreements, if any, between the Corporation’s management and the independent accountants.     (e) The Audit Committee shall meet as frequently as the Audit Committee deems necessary, butnot less than four times each year, to carry out it duties and responsibilities. Content of theagenda for each meeting shall be cleared by the Committee Chair. The Committee shall be to meet inseparate executive sessions with the ChiefFinancial Officer, independent accountants and internal accounting staff of the Corporation atleast once each year and more frequently as considered appropriate by the Audit Committee.     (f) The Audit Committee shall establish procedures for Directors, officers, and employees ofthe Company to report complaints regarding accounting, internal accounting controls or auditingmatters or to obtain help with a potential accounting or auditing complaint.     (g) The Audit Committee shall be authorized in its discretion to engage and retainindependent legal counsel and other professional advisers as it determines necessary, in its solediscretion, to carry out the Audit Committee’s duties and responsibilities.     (h) The Corporation shall provide for appropriate funding, as determined by the AuditCommittee, in its capacity as a committee of the Board of Directors, for payment of compensation tothe Corporation’s independent accountants for the purpose of rendering or issuing an audit reportand any professional advisers employed by the Audit Committee.     **Section 5.3 Compensation Committee.**(a) The Board of Directors shall by resolution passedby a majority of the whole Board of Directors appoint a Compensation Committee to consist of three(3) or more members of the Board of Directors and shall meet the independence requirements of the1934 Act and the rules and regulations promulgated thereunder by the SEC and the rules andregulations of NASD and Nasdaq. The members of the Compensation Committee shall be electedannually at the meeting of the full Board following the Corporation’s annual shareholders meetingand will be listed in the annual report and proxy statement to shareholders. One of the memberswill be elected Committee Chair by the Board.
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     (b) The Compensation Committee shall be responsible for determining the compensation of theCorporation’s senior management and establishing compensation policies for the Corporation’semployees generally; provided, however, that at any time the compensation of the Chief ExecutiveOfficer or President shall be under review and consideration, the Compensation Committee shall becomprised solely of “independent directors” (within the meaning of the 1934 Act and the rules andregulations promulgated thereunder and the rules and regulations promulgated by the Nasdaq andNASD) and approval of the compensation of the Chief Executive Officer or President shall bepursuant to the majority vote of the independent directors in executive session.     **Section 5.4 Other Committees.**The Board of Directors, by resolution adopted by a majority ofDirectors, may designate one or more additional committees, each committee to consist of one ormore of the Directors of the Corporation. The Board may designate one or more Directors asalternate members of any committee, who may replace any absent or disqualified member at anymeeting of the committee. In the absence or disqualification of a member of a committee, themember or members thereof present at any meeting and not disqualified from voting, whether or nothe or she or they constitute a quorum, may unanimously appoint another member of the Board ofDirectors to act at the meeting in the place of any such absent or disqualified member. Any suchcommittee shall have and may exercise all the powers and authority of the Board of Directors in themanagement of the business and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it; but no such committee shall have thepower or authority to (i) amend the Certificate of Incorporation (except that a committee, to theextent authorized in the resolution or resolutions providing for the issuance of shares of stockadopted by the Board of Directors may fix the designations and any of the preferences or rights ofsuch shares relating to dividends, redemption, dissolution, any distribution of assets of theCorporation or the conversion into, or the exchange of such shares for, shares of any other classor classes or any other series of the same or any other class or classes of stock of theCorporation or fix the number of shares of any series of stock or authorize the increase ordecrease of the shares of any series), (ii) adopt an agreement of merger or consolidation, (iii)recommend to the shareholders the sale, lease or exchange of all or substantially all of theCorporation’s property and assets, (iv) recommend to the shareholders the dissolution of theCorporation or the revocation of a dissolution, or (v) amend the Bylaws of the Corporation, and(vi) unless by resolution of the Board of Directors, declare a dividend, authorize the issuance ofstock, or to adopt a certificate of ownership and merger.     **Section 5.5 Term.**Each member of a committee of the Board of Directors shall serve a termon the committee coexistent with such member’s term on the Board of Directors. The Board ofDirectors, subject to the provisions of Sections 5.1, 5.2, 5.3 and 5.4 may at any time increase ordecrease the number of members of a committee or terminate the existence of a committee. Themembership of a committee member shall terminate on the date of his or her death or voluntaryresignation from the committee or from the Board of Directors. The Board of Directors may at anytime for any reason remove any individual committee member and the Board of Directors may fill anycommittee vacancy created by death, resignation, removal or increase in the number of members ofthe committee. The Board of Directors may designate one or more Directors as alternate members ofany committee, who may replace any absent or disqualified member at any meeting of the committee,and, in addition, in the absence or disqualification of any member of a committee, the member ormembers thereof present at any meeting and not disqualified from voting, whether or not he or sheor they constitute a quorum, may unanimously appoint another member of the Board of Directors toact at the meeting in the place of any such absent or disqualified member.     **Section 5.6 Meetings.**Unless the Board of Directors shall otherwise provide, regular meetingsof the Executive Committee, Audit Committee, Compensation Committee or any other committeeappointed pursuant to this Section 5.4 shall be held at such times and places as are determined bythe Board of Directors, or by any such committee, and when notice thereof has been given to eachmember of such committee, no further notice of such regular meetings need be given thereafter.Special meetings of any such committee may be held at any place which has been determined from timeto time by such committee, and may be called by any Director who shall be a member of suchcommittee, upon written notice to the members of such committee of the time and place of suchspecial meeting given in the manner provided for the giving of written notice to members of theBoard of Directors of the time and place of special meetings of the Board of Directors. Notice ofany special meeting of any committee may be waived in writing at any time before or after themeeting and will be waived by any Director by attendance thereat, except when the Director attendssuch special meeting solely for the express purpose of objecting, at the
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beginning of the meeting,to the transaction of any business because the meeting was not lawfully called or convened. Amajority of the authorized number of members of any such committee shall constitute a quorum forthe transaction of business, and the act of a majority of those present at any meeting at which aquorum shall be present shall be the act of such committee. As necessary or desirable, theCommittee may request that members of management and representatives of the independent accountantsand internal accounting staff be present at committee meetings.     **Section 5.7 Minutes.**Each committee shall keep regular minutes of its proceedings and reportthe same to the Board when required.     **Section 5.8 Responsibility of Directors.**The designation of a committee and the delegationthereto of authority shall not operate to relieve the Board of Directors, or any member thereof, ofany responsibility or liability imposed by law.**ARTICLE VI****OFFICERS**     **Section 6.1 Officers Designated.**The officers of the Corporation shall include, if and whendesignated by the Board of Directors, a Chairman of the Board of Directors, a Chief ExecutiveOfficer, President, Chief Financial Officer, one or more executive and non-executive VicePresidents (any one or more of which executive Vice Presidents may be designated as Executive VicePresident or Senior Vice President or a similar title), a Secretary and a Treasurer. The Board ofDirectors may, at itsdiscretion, create additional offices and assign such duties to those offices as it may deemappropriate from time to time, which offices may include a Vice Chairman of the Board of Directors,a Chief Operating Officer, one or more Assistant Secretaries and Assistant Treasurers, and one ormore other offices which may be created at the discretion of the Board of Directors. Any one personmay hold any number of offices of the Corporation at any one time unless specifically prohibitedtherefrom by law. The salaries and other compensation of the officers of the Corporation shall befixed by or in the manner designated by the Board of Directors.**Section 6.2 Tenure and Duties of Officers.**     (a) ***General***. All officers shall hold office at the pleasure of the Board of Directors anduntil their successors shall have been duly elected and qualified, unless sooner removed. Anyofficer elected or appointed by the Board of Directors may be removed at any time by the Board ofDirectors. If the office of any officer becomes vacant for any reason, the vacancy may be filledby the Board of Directors. Except for the Chairman of the Board and the Vice Chairman of theBoard, no officer need be a Director.     (b) ***Duties of Chairman of the Board of Directors***. The Chairman of the Board of Directors,when present, shall preside at all meetings of the Board of Directors and, unless the Chairman hasdesignated the next senior officer to so preside, at all meetings of the shareholders. TheChairman of the Board of Directors shall perform other duties commonly incident to such office andshall also perform such other duties and have such other powers as the Board of Directors shalldesignate from time to time.     (c) ***Powers and Duties of the Vice Chairman of the Board***. The Board of Directors may butshall not be required to assign areas of responsibility to a Vice Chairman of the Board, and, insuch event, and subject to the overall direction of the Chairman of the Board and the Board ofDirectors, the Vice Chairman of the Board shall be responsible for supervising the management ofthe affairs of the Corporation and its subsidiaries within the area or areas assigned and shallmonitor and review on behalf of the Board of Directors all functions within such corresponding areaor areas of the Corporation and each such subsidiary of the Corporation. In the absence of theChief Executive Officer, or in the event of the Chief Executive Officer’s inability or refusal toact, the Vice Chairman of the Board shall perform the duties of the Chief Executive Officer, andwhen so acting shall have all the powers of and be subject to all the restrictions upon the ChiefExecutive Officer. Furthermore, the Vice Chairman of the Board shall have such other powers andduties as designated in accordance with these Bylaws and as from
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time to time may be assigned tothe Vice Chairman of the Board by the Board of Directors or the Chairman of the Board.     (d) ***Duties of the Chief Executive and Chief Operating Officers***. Subject to the control of theBoard of Directors, the Chief Executive Officer shall have general executive charge, management andcontrol, of the properties, business and operations of the Corporation with all such powers as maybe reasonably incident to such responsibilities; and subject to the control of the Chief ExecutiveOfficer, the Chief Operating Officer shall have general operating charge, management and control,of the properties, business and operations of the Corporation with all such powers as may bereasonably incident to such responsibilities. The Chief Executive Officer and, if and to theextent designated by the Chief Executive Officer or the Board, the Chief Operating Officer, mayagree upon and execute all leases, contracts, evidences of indebtedness and other obligations inthe name of the Corporation and may sign all certificates for shares of capital stock of theCorporation, and each shall have such other powers and duties as are designated in accordance withthese Bylaws and as from time to time may be assigned to each by the Board of Directors. Unless theBoard of Directors otherwise determines, the Chief Executive Officer shall, in the absence of theChairman of the Board, or Vice Chairman of the Board, or if there be no Chairman of the Board orVice Chairman of the Board, preside at all meetings of the shareholders and (should he or she be aDirector) of the Board of Directors.     (e) ***Duties of President***. Unless the Board of Directors otherwise determines and subject to theprovisions of subsection (d) above, the President shall be the Chief Operating Officer of theCorporation. Unless the Board of Directors otherwise determines, the President shall, in theabsence of the Chairman of the Board, Vice Chairman of the Board, or Chief Executive Officer, or ifthere be no Chairman of the Board, Vice Chairman of the Board or Chief Executive Officer, presideat all meetings of the shareholders and (should he or she be a Director) of the Boardof Directors. The President shall have such other powers and duties as designated in accordancewith these Bylaws and as from time to time may be assigned to him or her by the Board of Directors.     (f) ***Duties of Vice Presidents***. Vice Presidents, by virtue of their appointment as such, shallnot necessarily be deemed to be executive officers of the Corporation, such status as an executiveofficer only being conferred if and to the extent such Vice President shall be placed in charge ofa principal business unit, division or function (e.g., sales, administration or finance) orperforms a policy-making function for the Corporation (within the meaning of Section 16 of the 1934Act and the rules and regulations promulgated thereunder). Each executive Vice President shall atall times possess, and upon the authority of the Chief Executive Officer or President anynon-executive Vice President shall from time to time possess, power to sign all certificates,contracts and other instruments of the Corporation, except as otherwise limited pursuant to ArticleVII hereof or by the Chairman of the Board, the Chief Executive Officer, President, or the ViceChairman of the Board. The Vice Presidents shall perform other duties commonly incident to theiroffice and shall also perform such other duties and have such other powers as the Board ofDirectors or the President shall designate from time to time.     (g) ***Duties of Secretary***. The Secretary shall keep the minutes of all meetings of the Board ofDirectors, committees of the Board of Directors and the shareholders, in books provided for thatpurpose; shall attend to the giving and serving of all notices; may in the name of the Corporationaffix the seal of the Corporation to all contracts and attest the affixation of the seal of theCorporation thereto; may sign with the other appointed officers all certificates for shares ofcapital stock of the Corporation; and shall have charge of the certificate books, transfer booksand stock ledgers, and such other books and papers as the Board of Directors may direct, all ofwhich shall at all reasonable times be open to inspection of any Director upon application at theoffice of the Corporation during business hours. The Secretary shall perform all other duties givenin these Bylaws and other duties commonly incident to such office and shall also perform such otherduties and have such other powers as the Board of Directors shall designate from time to time. TheChief Executive Officer or President may direct any Assistant Secretary to assume and perform theduties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretaryshall perform other duties commonly incident to such office and shall also perform such otherduties and have such other powers as the Board of Directors, Chief Executive Officer or Presidentshall designate from time to time.
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     (h) ***Assistant Secretaries***. Each Assistant Secretary shall have the usual powers and dutiespertaining to such offices, together with such other powers and duties as designated in theseBylaws and as from time to time may be assigned to an Assistant Secretary by the Board ofDirectors, Chairman of the Board, Chief Executive Officer, Vice Chairman of the Board, President orSecretary. The Assistant Secretaries shall exercise the powers of the Secretary during thatofficer’s absence or inability or refusal to act.     (i) ***Duties of Treasurer***. The Treasurer shall keep or cause to be kept the books of account ofthe Corporation in a thorough and proper manner and shall render statements of the financialaffairs of the Corporation in such form and as often as required by the Board of Directors, theChairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board or thePresident. The Treasurer, subject to the order of the Board of Directors, shall have the custodyof all funds and securities of the Corporation. The Treasurer shall perform other duties commonlyincident to such office and shall also perform such other duties and have such other powers as theBoard of Directors, the Chairman of the Board, the Vice Chairman of the Board, Chief ExecutiveOfficer or the President shall designate from time to time. The Chief Financial Officer of theCorporation may, but need not, serve as the Treasurer.     (j) ***Assistant Treasurers***. Each Assistant Treasurer shall have the usual powers and dutiespertaining to such office, together with such other powers and duties as designated in these Bylawsand as from time to time may be assigned to each Assistant Treasurer by the Board of Directors, theChairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the Presidentor the Treasurer. The Assistant Treasurers shall exercise the powers of the Treasurer during thatofficer’s absence or inability or refusal to act.     **Section 6.3 Delegation of Authority.**For any reason that the Board of Directors may deemsufficient, the Board of Directors may, except where otherwise provided by statute, delegate thepowers or duties of any officerto any other person, and may authorize any officer to delegate specified duties of such office toany other person. Any such delegation or authorization by the Board shall be effected from time totime by resolution of the Board of Directors.     **Section 6.4 Resignations.**Any officer may resign at any time by giving written notice tothe Board of Directors, the Chief Executive Officer, the President or the Secretary. Any suchresignation shall be effective when received by the person or persons to whom such notice shallhave been given, unless a later time shall be specified in the notice, in which event theresignation shall become effective at such later time. Unless otherwise specified in such notice,the acceptance of any such resignation shall not be necessary to make it effective. Any resignationshall be without prejudice to the rights, if any, of the Corporation under any contract with theresigning officer.     **Section 6.5 Removal.**Any officer may be removed from office at any time, either with orwithout cause, by the vote or written consent of a majority of the Directors in office at the time,or by any committee or superior officers upon whom such power of removal may have been conferred bythe Board of Directors.     **Section 6.6 Compensation of Officers.**The compensation of all officers of the Corporationshall be fixed by the Board of Directors or a committee of the Board of Directors, and no officershall serve the Corporation in any other capacity and receive compensation therefor unless suchadditional compensation shall be authorized by the Board of Directors.     **Section 6.7 Bonds.**The Board of Directors may, by resolution, require any officer, agent, oremployee of the Corporation to give bond to the Corporation, with sufficient sureties, conditionedon the faithful performance of the duties of his or her respective office or position, and tocomply with such other conditions as may from time to time be required by the Board of Directors.
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**ARTICLE VII****EXECUTION OF INSTRUMENTS AND****VOTING OF SECURITIES HELD BY THE CORPORATION**     **Section 7.1 Execution of Instruments.**The Board of Directors may, in its discretion,determine the method and designate the signatory officer or officers, or other person or persons,to execute on behalf of the Corporation any corporate instrument or document, or to sign on behalfof the Corporation the corporate name without limitation, or to enter into contracts on behalf ofthe Corporation, except where otherwise provided by law or these Bylaws, and such execution orsignature shall be binding upon the Corporation.     Unless otherwise specifically determined by the Board of Directors or otherwise required bylaw, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of theCorporation, and other corporate instruments or documents requiring the corporate seal, andcertificates of shares of stock owned by the Corporation, shall be executed, signed or endorsed bythe Chairman of the Board of Directors, Chief Executive Officer, the President or any executiveVice President, and upon the authority conferred by the Chief Executive Officer, the President orany non-executive Vice President, and by the Secretary or Chief Financial Officer, if any bedesignated, or Treasurer or any Assistant Secretary or Assistant Treasurer. All other instrumentsand documents requiring the corporate signature, but not requiring the corporate seal, may beexecuted as aforesaid or in such other manner as may be directed by the Board of Directors.     No loan shall be contracted on behalf of the Corporation and no evidences of indebtednessshall be issued in its name unless authorized by a resolution of the Board of Directors. Suchauthority may be general or confined to specific instances. All funds of the Corporation nototherwise employed shall be deposited from time to time to the credit of the Corporation in suchdepositories as the Board of Directors may select. All checks and drafts drawn on banks or otherdepositories on funds to the credit of the Corporation or in special accounts of the Corporationshall be signed by such person or persons as the Board of Directors shall authorize so to do.     Unless authorized or ratified by the Board of Directors or within the agency power of anofficer, no officer, agent or employee shall have any power or authority to bind the Corporation byany contract or engagement or to pledge its credit or to render it liable for any purpose or forany amount.     **Section 7.2 Voting of Securities Owned by the Corporation.**All stock and other securitiesof other corporations owned or held by the Corporation for itself, or for other parties in anycapacity, shall be voted, and all proxies with respect thereto shall be executed, by the personauthorized so to do by resolution of the Board of Directors, or, in the absence of suchauthorization, by the Chairman or Vice Chairman of the Board of Directors, Chief Executive Officer,the President, or any Vice President.**ARTICLE VIII****CERTIFICATES FOR SHARES AND THEIR TRANSFER; OTHER SECURITIES**     **Section 8.1 Form and Execution of Certificates.**The shares of the corporation shall berepresented by certificates unless the board of directors shall by resolution provide that some orall of any class or series of stock shall be uncertificated shares. Any such resolution shall notapply to shares represented by a certificate until the certificate is surrendered to thecorporation. Notwithstanding the adoption of any resolution providing for the uncertificatedshares, every holder of stock represented by certificates and upon request every holder oruncertificated shares shall be entitled to have a certificate signed by, or in the name of thecorporation by, the chairman or vice chairman of the board of directors, or the president or vicepresident, and by the treasurer or any assistant treasurer, or the secretary or an assistantsecretary, representing the number of shares registered in certificate form.
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     **Section 8.2 Lost Certificates.**A new certificate or certificates shall be issued in placeof any certificate or certificates previously issued by the Corporation and that are represented tobe lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person orpersons claiming the certificates of stock were lost, stolen, or destroyed. The Corporation mayrequire, as a condition precedent to the issuance of a new certificate or certificates, the ownerof such lost, stolen, or destroyed certificate or certificates, or his or her legal representative,to advertise the same in such manner as it shall require or to give the Corporation a surety bondin such form and amount as it may direct as indemnity against any claim that may be made againstthe Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.     **Section 8.3 Transfers.**     (a) Transfers of record of shares of stock of the Corporation shall be made only on its booksby the holders thereof, in person or by attorney duly authorized and upon the surrender of aproperly endorsed certificate or certificates for a like number of shares. Upon surrender to theCorporation or a transfer agent of the Corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority to transfer, it shall be theduty of the Corporation to issue a new certificate to the person entitled thereto, cancel the oldcertificate and record the transaction upon its books. The Board of Directors shall have the powerand authority to make all such other rules and regulations as it deems expedient concerning theissue, transfer and registration or the replacement of certificates for shares of capital stock ofthe Corporation.     (b) The Corporation shall have power to enter into and perform any agreement with any numberof shareholders of any one or more classes of stock of the Corporation to restrict the transfer ofshares of stock of the Corporation of any one or more classes owned by such shareholders in anymanner not prohibited by the Oklahoma General Corporation Act.     **Section 8.4 Fixing Record Dates.**     (a) In order that the Corporation may determine the shareholders entitled to notice of or tovote at any meeting of shareholders or any adjournment thereof, the Board of Directors may fix, inadvance, a record date, which record date shall not precede the date upon which the resolutionfixing the record date shall be adopted by the Board of Directors, and which record date shall notbe more than sixty (60) nor less than twenty (20) days before the date of such meeting. If norecord date shall be fixed by the Board of Directors, the record date for determining shareholdersentitled to notice of or to vote at a meeting of shareholders shall be at the close of business onthe day next preceding the day on which notice shall be given, or if notice shall be waived, at theclose of business on the day next preceding the day on which the meeting shall be held. Adetermination of shareholders of record entitled to notice of or to vote at a meeting ofshareholders shall apply to any adjournment of the meeting; provided, however, that the Board ofDirectors may fix a new record date for the adjourned meeting.     (b) In order that the Corporation may determine the shareholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or the shareholders entitled toexercise any rights in respect of any change, conversion or exchange of stock, or for the purposeof any other lawful action, the Board of Directors may fix, in advance, a record date, which recorddate shall not precede the date upon which the resolution fixing the record date was adopted, andwhich record date shall be not more than sixty (60) days prior to such action. If no record dateshall be fixed by the Board of Directors, the record date for determining shareholders for any suchpurpose shall be at the close of business on the day on which the Board of Directors adopts theresolution relating thereto.     **Section 8.5 Registered Shareholders.**The Corporation shall be entitled to recognize theexclusive right of a person registered on its books as the owner of shares to receive dividends,and to vote as such owner, and shall not be bound to recognize any equitable or other claim to orinterest in such share or shares on the part of any other person whether or not it shall haveexpress or other notice thereof, except as otherwise provided by the laws of Oklahoma.
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     **Section 8.6 Treasury Shares.**Treasury shares of the Corporation shall consist of such sharesas have been issued and thereafter reacquired but not canceled by the Corporation. Treasury sharesshall not carry voting or dividend rights.     **Section 8.7 Execution of Other Securities.**All bonds, debentures and other corporatesecurities of the Corporation, other than stock certificates (covered in Section 8.1), may besigned by the Chairman or Vice Chairman of the Board of Directors, the Chief Executive Officer, thePresident or any Vice President, or such other person as may be authorized by the Board ofDirectors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereonand attested by the signature of the Secretary or an Assistant Secretary, or the Treasurer or anAssistant Treasurer; provided, however, that where any such bond, debenture or other corporatesecurity shall be authenticated by the manual signature of a trustee under an indenture pursuant towhich such bond, debenture or other corporate security shall be issued, the signatures of thepersons signing and attesting the corporate seal on such bond, debenture or other corporatesecurity may be the imprinted facsimile of the signatures of such persons. Interest couponsappertaining to any such bond, debenture or other corporate security, authenticated by a trustee asaforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the Corporation or suchother person as may be authorized by the Board of Directors, or bear imprinted thereon thefacsimile signature of such person. In case any officer who shall have signed or attested anybond, debenture or other corporate security, or whose facsimile signature shall appear thereon oron any such interest coupon, shall have ceased to be such officer before any bond, debenture orother corporate security so signed or attested shall have been delivered, such bond, debenture orother corporate security nevertheless may be adopted by the Corporation and issued and delivered asthough the person who signed the same or whose facsimile signature shall have been used thereon hadnot ceased to be such officer of the Corporation.**ARTICLE IX****INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS**     **Section 9.1 Right to Indemnification.**     (a) The Corporation shall indemnify any person who was or shall be a party or shall bethreatened to be made a party to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an action by or in the rightof the Corporation) by reason of the fact that he or she serves or served as a Director, officer,employee or agent of the Corporation, or serves or served at the request of the Corporation as aDirector, officer, manager, employee or agent of another corporation or a limitedliability company, partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actuallyand reasonably incurred by him in connection with such action, suit or proceeding if he or sheacted in good faith and in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Corporation, and, with respect to any criminal action or proceeding, had noreasonable cause to believe his or her conduct was unlawful (“Indemnitee”). The termination of anyaction, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of *nolocontendere*or its equivalent shall not, of itself, create a presumption that the Indemnitee did notact in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal action or proceeding, hadreasonably cause to believe that Indemnitee’s conduct was unlawful.     (b) The Corporation shall indemnify any Indemnitee who was or shall be a party or shall bethreatened to be made a party to any threatened, pending or completed action or suit by or in theright of the Corporation to procure a judgment in his or her favor by reason of the fact thatIndemnitee serves or served as a Director, officer, employee or agent of the Corporation, or servesor served at the request of the Corporation as a Director, officer, manager, employee or agent ofanother corporation or a limited liability company, partnership, joint venture, trust or otherenterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if Indemnitee acted in good faithand in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of theCorporation and except that no indemnification shall be made in respect of any claim, issue ormatter as to which Indemnitee shall have been adjudged to be liable to the Corporation unless andonly to the extent that the court in which such action or suit was
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brought shall determine uponapplication that, despite the adjudication of liability but in view of all the circumstances of thecase, Indemnitee shall be fairly and reasonably entitled to indemnity for such expenses which thecourt shall deem proper.     (c) To the extent that Indemnitee was successful on the merits or otherwise in defense ofany action, suit or proceeding referred to in subsection (a) or (b) of this Section, or in defenseof any claim, issue or matter therein, Indemnitee shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by Indemnitee in connection therewith.     (d) Any indemnification under the provisions of subsection (a) or (b) of this Section (unlessordered by a court) shall be made by the Corporation only as authorized in the specific case upon adetermination that indemnification of the Indemnitee shall be proper in the circumstances becauseIndemnitee has met the applicable standard of conduct set forth in subsection (a) or (b) of thisSection. Such determination shall be made (i) by the Board of Directors by a majority vote of aquorum consisting of Directors who were not parties to such action, suit or proceedings, (ii) ifsuch a quorum shall not have been obtainable, or, even if obtainable a quorum of disinterestedDirectors so directs, by independent legal counsel in a written opinion, or (iii) by theshareholders.     (e) For purposes of this Article, references to “the Corporation” shall include, in additionto the resulting corporation, any constituent corporation, including any constituent of aconstituent, absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its Directors, officers, and employees or agents,so that any person who serves or served as a Director, officer, manager, employee or agent of suchconstituent corporation, or serves or serve at the request of such constituent corporation, as aDirector, officer, manger, employee or agent of another corporation or a limited liability company,partnership, joint venture, trust or other enterprise, shall stand in the same position under theprovisions of this Article with respect to the resulting or surviving corporation as Indemniteewould have with respect to such constituent corporation if its separate existence had continued.     (f) For purposes of this Article, references to (i) “other enterprises” shall include,without limitation, an “employee benefit plan” within the meaning of the Employee Retirement IncomeSecurity Act of 1974 (“ERISA”) or otherwise, (ii) “fines” shall include any excise taxes orpenalties assessed on Indemnitee with respect to an employee benefit plan under ERISA or otherwise,and (iii) “serving or served at the request of the Corporation” shall include any service ofIndemnitee as a Director, officer, manager, manager, employee or agent of another corporation or alimited liability company, partnership, joint venture, trust or other enterprise which imposesduties on, or involves services, by Indemnitee as a Director, officer, manager, employee, or agentwith respect to an employee benefit plan,its participants, or beneficiaries. Furthermore, for purposes of this subsection (f) of thisSection, in the event Indemnitee acted in good faith and in a manner that Indemnitee reasonablybelieved to be in the interest of the participants and beneficiaries of an employee benefit planshall be deemed to have acted in a manner “not opposed to the best interest of the Corporation” asreferred to in this Article.     (g) The indemnification and advancement of expenses provided by or granted pursuant to thisArticle, unless otherwise provided when authorized or ratified, shall continue as to an Indemniteewho has ceased to be a Director, officer, manager, employee or agent and shall inure to the benefitof the heirs, executors, guardians, custodians, personal representatives and administrators ofIndemnitee.     (h) For purposes of this Article, Indemnitee shall be deemed to have “acted in good faith”and in a manner reasonably believed to be in or not opposed to the best interests of theCorporation, and, with respect to any criminal action or proceeding, to have had no reasonablecause to believe that Indemnitee’s conduct was unlawful, if Indemnitee’s action was based oninformation, opinions, reports and statements, including financial statements and other financialdata, in each case prepared or presented by:     (i) one or more officers or employees of the Corporation whom Indemnitee believed tobe reliable and competent in the matters presented;
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     (ii) counsel, independent accountants or other persons as to matters that Indemniteebelieved to be within such person’s professional competence; or     (iii) with respect to an Indemnitee’s service as a Director, a committee of the Boardof Directors upon which Indemnitee did not serve, as to matters within such committee’sdesignated authority, which committee Indemnitee believed to merit confidence; so long as,in each case, Indemnitee acted without knowledge that would cause such reliance to beunwarranted.     (i) The provisions of this Article shall not be deemed to be exclusive or to limit in any waythe circumstances in which Indemnitee may be deemed to have met the applicable standard of conductset forth by the Oklahoma General Corporation Act or under any agreement and entitlement toindemnity.     **Section 9.2 Right to Advancement of Expenses.**The Corporation shall advance, prior to thefinal disposition of any proceeding, promptly following request therefor, all expenses incurred byan Indemnitee in connection with such proceeding upon receipt of an undertaking by or on behalf ofsuch person to repay said amounts if it should be determined ultimately that such person shall notbe entitled indemnification under this Article IX or otherwise.     Notwithstanding the foregoing, unless otherwise determined pursuant to Section 9.5, no advanceshall be made by the Corporation if a determination shall be reasonably and promptly made (i) bythe Board of Directors by a majority vote of a quorum consisting of Directors who are or were notparties to the proceeding, or (ii) if such quorum shall be unobtainable, or, even if obtainable, aquorum of disinterested Directors so directs, or (iii) by independent legal counsel in a writtenopinion, that the facts known to the decision-making party at the time of such determinationdemonstrate clearly and convincingly that Indemnitee acted in bad faith or in a manner thatreasonably believed to be not in the best interests of the Corporation or reasonably believed to beopposed to the best interests of the Corporation.     **Section 9.3 Non-Exclusivity of Rights.**The indemnification and advancement of expensesprovided by or granted pursuant to this Article shall not be deemed exclusive of any other rightsto which an Indemnitee seeking indemnification or advancement of expenses may be entitled under anyBylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to actionin Indemnitee’s official capacity and as to action in another capacity while holding such office orserving as a Director.     **Section 9.4 Insurance.**The Corporation shall have the power to purchase and maintaininsurance on behalf of any individual who serves or served as a Director, officer, employee oragent of the Corporation, or serves or served at the request of the Corporation as a Director,officer, manager, employee or agent of another corporation or a limited liability company,partnership, joint venture, trust or other enterprise against any liability asserted against theindividual and incurred by the individual in any such capacity, or arising out of the individual’sstatus as such, whether or not the Corporation would have the power to indemnify the individualagainst such liability under the provisions of this Article.     **Section 9.5 Right of Indemnitee to Bring Suit.**In the event a claim under this Article shallbe unpaid in full by the Corporation within thirty (30) days after the written claim was receivedby the Corporation, the Indemnitee may at any time thereafter bring suit or take other legal actionagainst the Corporation to recover the unpaid amount of the claim. If successful in whole or inpart in any such suit, the Indemnitee, in addition to indemnification pursuant to this or otherprovisions of this Article, shall be entitled to be paid the expenses of prosecuting such suitagainst the Corporation, including reasonable attorneys’ fees and costs. The Corporation shall beentitled to assert as a defense that the Indemnitee has not met any applicable standard forindemnification set forth in the Oklahoma General Corporation Act and the Corporation shall beentitled to recover any advancement of expenses upon a final adjudication in (i) any suit broughtby the Indemnitee to enforce a right to indemnification under the Article (but not in a suitbrought by the Indemnitee to enforce a right to an advancement of expenses), and (ii) in any suitbrought by the Corporation to recover an advancement of expenses pursuant to the terms of anundertaking by the Indemnitee. Neither the failure of the Corporation (including its Board ofDirectors, independent legal counsel, or shareholders) to have made a determination prior to thecommencement of such suit that
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indemnification of the Indemnitee shall be proper in thecircumstance because the Indemnitee has met the applicable standard of conduct set forth in theOklahoma General Corporation Act, nor an actual determination by the Corporation (including itsBoard of Directors, independent legal counsel, or shareholders) that the Indemnitee has not metsuch applicable standard of conduct, shall create a presumption that the Indemnitee has not met theapplicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be adefense to such suit. In any suit brought by the Corporation to recover an advancement of expensespursuant to the terms of an undertaking by the Indemnitee, the burden of proving that theIndemnitee was not entitled to indemnification or to such advancement of expenses under thisArticle or otherwise shall be the Corporation’s burden.     **Section 9.6 Survival of Rights.**The rights conferred on Indemnitee by this Article IX shallcontinue following Indemnitee having ceased to be a Director, officer, manager, employee or otheragent and shall inure to the benefit of the heirs, executors, custodians, guardians, personalrepresentatives and administrators of Indemnitee.     **Section 9.7 Amendments**. Any repeal or modification of this Article IX shall only beprospective and shall not affect the rights under this Article IX in effect at the time of thealleged occurrence of any action or omission to act that shall be the cause of any proceedingagainst any Indemnitee.     **Section 9.8 Savings Clause.**If this Article IX or any portion hereof shall be invalidated onany ground by any court of competent jurisdiction, then the Corporation shall neverthelessindemnify each Indemnitee to the full extent not prohibited by any applicable portion of thisArticle IX that shall not have been invalidated, or by any other applicable law.     **Section 9.9 Certain Definitions.**For the purposes of this Article IX, the followingdefinitions shall apply:     (a) The term “proceeding” shall be broadly construed and shall include, without limitation,the investigation, preparation, prosecution, defense, settlement, arbitration and appeal of, andthe giving of testimony in, any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative.     (b) The term “expenses” shall be broadly construed and shall include, without limitation,court costs, attorneys’ fees, witness fees, fines, amounts paid in settlement or judgment and anyother costs and expenses of any nature or kind incurred in connection with any proceeding.     (c) References to a “director,” “officer,” “employee,” or “agent” of the Corporation shallinclude without limitation, situations where such person serves or served at the request of theCorporation as a Director, officer, manager, employee, trustee or agent of another corporation or alimited liability company, partnership, joint venture, trust or other enterprise.**ARTICLE X****NOTICES**     **Section 10.1 Notice to Shareholders.**Unless the Certificate of Incorporation requiresotherwise, whenever, under any provisions of these Bylaws, notice shall be required to be given toany shareholder, it shall be given in writing, timely and duly deposited in the United States mail,postage prepaid, and addressed to such shareholder’s last known post office address as shown by thestock record of the Corporation or its transfer agent.     **Section 10.2 Notice to Directors.**Any notice required to be given to any Director may begiven by the method stated in Section 10.1, or by facsimile, telex or telegram, except that suchnotice (other than one delivered personally) shall be sent to such address as such Director shallhave filed in writing with the Secretary, or, in the absence of such filing, to the last known postoffice address of such Director. It shall not be necessary that the same method of giving noticebe employed in respect of all Directors, but one permissible method may be employed in respect ofany one or more, and any other permissible method or methods may be employed in respect of anyother or others.
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     **Section 10.3 Address Unknown**. If no address of a shareholder or Director be known, noticemay be sent to the principal executive office of the Corporation.     **Section 10.4 Affidavit of Mailing**. An affidavit of mailing, executed by a duly authorizedand competent employee of the Corporation or its transfer agent appointed with respect to the classof stock affected, specifying the name and address or the names and addresses of the shareholder orshareholders, or Director or Directors, to whom any such notice or notices was or were given, andthe time and method of giving the same, shall be conclusive evidence of the statements thereincontained.     **Section 10.5 Time of Notices Deemed Given**. All notices given by mail, as above provided,shall be deemed to have been given as at the time of mailing, and all notices given by facsimile,telex or telegram shall be deemed to have been given as of the sending time recorded at the time oftransmission.     **Section 10.6 Failure to Receive Notice**. The period or limitation of time within which anyshareholder may exercise any option or right, or enjoy any privilege or benefit, or be required toact, or within which any Director, officer, manager, employee, trustee or agent may exercise anypower or right, or enjoy any privilege, pursuant to any notice sent such person in the manner aboveprovided, shall not be affected or extended in any manner by the failure of such shareholder orsuch Director, officer, manager, employee, trustee or agent to receive such notice.     **Section 10.7 Notice to Person with Whom Communication Shall Be Unlawful.**Whenever noticeshall be required to be given, under any provision of law or of the Certificate of Incorporation orBylaws of the Corporation, to any person with whom communication shall be unlawful, the giving ofsuch notice to such person shall not be required and there shall be no duty to apply to anygovernmental authority or agency for a license or permit to give such notice to such person. Anyaction or meeting that shall be taken or held without notice to any such person with whomcommunication shall be unlawful shall have the same force and effect as if such notice had beenduly given. In the event that the action taken by the Corporation shall be such as to require thefiling of a certificate under any provision of the Oklahoma General Corporation Act, thecertificate shall state, if such shall be the fact and if notice shall be required, that notice wasgiven to all persons entitled to receive notice except such persons with whom communication shallbe unlawful.     **Section 10.8 Notice to Person with Undeliverable Address.**Whenever notice shall be requiredto be given, under any provision of law or the Certificate of Incorporation or these Bylaws, to anyshareholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings tosuch person during the period between such two consecutive annual meetings, or (ii) all, and atleast two, payments (if sent by first class mail) of dividends or interest on securities during atwelve-month period, have been mailed addressed to such person at such person’s address as shown onthe records of the Corporation and have been returned undeliverable, the giving of such notice tosuch person shall not be required. Any action or meeting which shall be taken or held withoutnotice to such person shall have the same force and effect as if such notice had been duly given.If any such person shall deliver to the Corporation a written notice setting forth such person’sthen current address, the requirement that notice be given to such person shall be reinstated. Inthe event that the action taken by the Corporation shall be such as to require the filing of acertificate under any provision of the Oklahoma General Corporation Act, the certificate need notstate that notice was not given to persons to whom notice was not required to be given pursuant tothis Section.**ARTICLE XI****DIVIDENDS**     **Section 11.1 Declaration of Dividends.**Dividends upon the capital stock of the Corporation,subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Boardof Directors pursuant to law at any regular or special meeting. Dividends may be paid in cash, inproperty, or in shares of the capital stock, subject to the provisions of the Certificate ofIncorporation.
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     **Section 11.2 Dividend Reserve.**Before payment of any dividend, there may be set aside outof any funds of the Corporation available for dividends such sum or sums as the Board of Directorsfrom time to time, in their absolute discretion, think proper as a reserve or reserves to meetcontingencies, or for equalizing dividends, or for repairing or maintaining any property of theCorporation, or for such other purpose as the Board of Directors shall think conducive to theinterests of the Corporation, and the Board of Directors may modify or abolish any such reserve inthe manner in which it was created.**ARTICLE XII****AMENDMENTS**     **Section 12.1 Amendments.**Except as otherwise set forth in Section 9.7 of these Bylaws, theseBylaws may be amended or repealed and new Bylaws adopted by the Board of Directors or by theshareholders entitled to vote.     **Section 12.2 Application of Bylaws.**In the event that any provisions of these Bylaws shallbe or may be in conflict with any law of the United States or the State of Oklahoma or of any othergovernmental body or power having jurisdiction over this Corporation, or over the subject matter towhich such provision of these Bylaws applies, or may apply, such provision of these Bylaws shall beinoperative to the extent only that the operation thereof unavoidably conflicts with such law, andshall in all other respects be in full force and effect.**ARTICLE XIII****OTHER PROVISIONS**     **Section 13.1 Loans to Directors and Officers.**     (a) The Corporation shall not directly or indirectly, including through any subsidiary, extendor maintain credit, arrange for the extension of credit, or renew an extension of credit, in theform of a personal loan to or for any Director or executive officer (within the meaning of Section16 of the 1934 Act and the rules and regulations promulgated thereunder) of the Corporation, exceptas may be permitted under Section 13(k) of the 1934 Act and the rules and regulations promulgatedthereunder.     (b) Except as provided in subsection (a) above, the Corporation may lend money to, orguarantee any obligation of, or otherwise assist any officer or other employee of the Corporationor of its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guaranteeor assistance may reasonably be expected to benefit the Corporation. The loan, guarantee or otherassistance may be with or without interest and may be unsecured, or secured in such manner as theBoard of Directors shall approve, including, without limitation, a pledge of shares of stock of theCorporation. Nothing in this Bylaw shall be deemed to deny, limit or restrict the powers ofguaranty or warranty of the Corporation at common law or under statute.     **Section 13.2 Annual Report.**At such time as the Corporation becomes subject to the reportingrequirements of the 1934Act, the Board of Directors shall cause an annual report to accompany theproxy solicitation materials sent to the shareholders of the Corporation for the Corporation’sannual meeting of shareholders or not later than two hundred seventy (270) days after the close ofthe Corporation’s fiscal year. The annual report shall include a balance sheet as of the end ofsuch fiscal year and an income statement and statement of changes in financial position for suchfiscal year, accompanied by any report thereon of independent accounts or, if there shall be nosuch report, the certificate of an authorized officer of the Corporation that such statements wereprepared without audit from the books and records of the Corporation.     **Section 13.3 Fiscal Year.**Unless otherwise fixed by the Board of Directors, the fiscal yearof the Corporation shall be the fiscal year beginning on the first day of January of each year andending on the last day of December.
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     **Section 13.4 Charter Provisions.**In case of conflict between a provision in these Bylaws anda provision in the charter of the Corporation, the charter provision shall govern.     **Section 13.5 Corporate Seal.**The corporate seal of the Corporation shall consist of a diebearing the name of the Corporation. The corporate seal may be used by causing it, or a facsimilethereof, to be impressed or affixed or reproduced or otherwise.     **Section 13.6 Code of Conduct.**The Corporation shall adopt and maintain a code of conductthat shall at lease be in accordance with the rules and regulations promulgated under the 1934 Actrequiring the adoption and maintenance a code of ethics.
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