Exhibit 3.3 

**BYLAWS**

**of**

**SYNTROLEUM CORPORATION**

Incorporated under the Laws of the State of Delaware 

**ARTICLE I**

**OFFICES AND RECORDS**

**SECTION 1.1. Principal Office.** The principal office of the Corporation shall be in such place as the Board of Directors fromtime to times designates. Until the Board of Directors otherwise designates, the principal office of the Corporation shall be at Syntroleum Plaza, 1350 South Boulder, Suite 1100, Tulsa, Oklahoma 74119-3295. 

**SECTION 1.2. Other Offices.** The Corporation may have such other offices, either within or without the State of Oklahoma, as the Board of Directorsmay designate or as the business of the Corporation may from time to time require. 

**SECTION 1.3. Books and Records.** The books andrecords of the Corporation may be kept at the Corporation’s headquarters in Tulsa, Oklahoma or at such other locations outside the State of Oklahoma as may from time to time be designated by the Board of Directors. 

**ARTICLE II**

**STOCKHOLDERS**

**SECTION 2.1. Annual Meeting.** The annual meeting of the stockholders of the Corporation shall be held on such date and at suchplace and/or time as may be fixed by resolution of the Board of Directors. 

**SECTION 2.2. Special Meeting.** Subject to the rights ofthe holders of any series of preferred stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”) or any other series or class of stock as set forth in the Certificate of Incorporation, special meetings of thestockholders may be called only by the Chairman of the Board or by the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors specified in the resolution pursuant to Section 3.2 which the Corporationwould have if there were no vacancies (the “Whole Board”). 

**SECTION 2.3. Place of Meeting.** The Board of Directors maydesignate the place of meeting for any meeting of the stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation. 

 

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**SECTION 2.4. Notice of Meeting.** Written or printed notice, stating the place, day and hour of themeeting and the purpose or purposes for which the meeting is called, shall be prepared and delivered by the Corporation not less than ten days nor more than sixty days before the date of the meeting, either personally, or by mail, to eachstockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at his address as it appears on thestock transfer books of the Corporation. Such further notice shall be given as may be required by law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to theCorporation’s notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present (except as otherwise provided by law), or if notice is waived by those not present in accordance with Section 6.4 ofthese Bylaws. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be canceled, by resolution of the Board of Directorsupon public notice given prior to the time previously scheduled for such meeting of stockholders. 

**SECTION 2.5. Quorum andAdjournment.** Except as otherwise provided by law or by the Certificate of Incorporation, the holders of a majority of the voting power of the outstanding shares of the Corporation entitled to vote generally in the election of directors (the“Voting Stock”), represented in person or by proxy shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting as a class, the holders of a majority of thevoting power of the shares of such class or series shall constitute a quorum for the transaction of such business. The chairman of the meeting or a majority of the shares of Voting Stock so represented may adjourn the meeting from time to time,whether or not there is such a quorum (or, in the case of specified business to be voted on by a class or series, the chairman or a majority of the shares of such class or series so represented may adjourn the meeting with respect to such specifiedbusiness). No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum. 

**SECTION 2.6. Proxies.** At all meetings of stockholders, a stockholder may vote byproxy executed in writing by the stockholder or as may be permitted by law, or by his duly authorized attorney-in-fact. Such proxy must be filed with the Secretary of the Corporation or his representative at or before the time of the meeting.

**SECTION 2.7. Notice of Stockholder Business and Nominations.**

(A) Annual Meetings of Stockholders. 

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (a)

 

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pursuant to the Corporation’s notice of meeting delivered pursuant to Section 2.4 of these Bylaws, (b) by or at the direction of the Chairmanor the Board of Directors or (c) by any stockholder of the Corporation who is entitled to vote at the meeting, who complied with the notice procedures set forth in clauses (2) and (3) of this paragraph (A) of this Bylaw and whowas a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. 

(2) For nominationsor other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Bylaw, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporationand such other business must otherwise be a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than seventy days nor morethan ninety days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that with respect to the annual meeting to be held in 2000, the anniversary date shall be deemed to be June 17, 2000; and provided,further, that in the event that the date of the annual meeting is advanced by more than twenty days, or delayed by more than seventy days, from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than theninetieth day prior to such annual meeting and not later than the close of business on the later of the seventieth day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is firstmade. In no event shall the public announcement of an adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 2.7(A). Such stockholder’s notice shall set forth(a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in anelection contest, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 14a-11 thereunder, including such person’s written consent tobeing named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought beforethe meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving thenotice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner and (ii) the class andnumber of shares of the 

 

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Corporation which are owned beneficially and of record by such stockholder and such beneficial owner. 

(3) Notwithstanding anything in the second sentence of paragraph (A)(2) of this Bylaw to the contrary, in the event that the number ofdirectors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at leasteighty days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by suchincrease, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth day following the day on which such public announcement is first made by the Corporation.

(B) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shallhave been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Section 2.4 of these Bylaws. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders atwhich directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) by any stockholder of the Corporation who is entitled to vote at the meeting, who complieswith the notice procedures set forth in this Bylaw and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose ofelecting one or more directors to the Board of Directors, any such stockholder may nominate such number of persons for election to such position(s) as are specified in the Corporation’s Notice of Meeting, if the stockholder’s notice asrequired by paragraph (A)(2) of this Bylaw shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the ninetieth day prior to such special meeting and not later than the close of business on thelater of the seventieth day prior to such special meeting or the tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at suchmeeting. In no event shall the public announcement of an adjournment of a special meeting commence a new time period for the giving of a stockholder’s notice as described above. 

 

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(C) General. 

(1) Only persons who are nominated in accordance with the procedures set forth in this Bylaw shall be eligible to serve as directors andonly such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Bylaw. Except as otherwise provided by law, the Certificate of Incorporation orthese Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Bylaw and, if anyproposed nomination or business is not in compliance with this Bylaw, to declare that such defective proposal or nomination shall be disregarded. 

(2) For purposes of this Bylaw, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a documentpublicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. 

(3) Notwithstanding the foregoing provisions of this Bylaw, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters setforth in this Bylaw. Nothing in this Bylaw shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act. 

**SECTION 2.8. Voting.** Election of directors at all meetings of the stockholders at which directors are to be elected shall be by written ballot,and, except as otherwise set forth in the Certificate of Incorporation with respect to the right of the holders of any series of Preferred Stock or any other series or class of stock to elect additional directors under specified circumstances, aplurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, all matters other than the election of directors submitted to the stockholders at any meeting shall bedecided by the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote thereon. 

 

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**SECTION 2.9. Inspectors of Elections; Opening and Closing the Polls.**

(A) The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals whoserve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the Corporation, to act at the meeting and make a written report thereof. One or more persons may be designated asalternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act, or if all inspectors or alternates who have been appointed are unable to act, at a meeting of stockholders, the chairman of themeeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best ofhis or her ability. The inspectors shall have the duties prescribed by the Delaware General Corporation Law. 

(B) Thechairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting. 

**ARTICLE III**

**BOARD OF DIRECTORS**

**SECTION 3.1. General Powers.** The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. Inaddition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate ofIncorporation or by these Bylaws required to be exercised or done by the stockholders. 

**SECTION 3.2. Number, Tenure andQualifications.** Subject to the rights of the holders of any series of Preferred Stock, or any other series or class of stock as set forth in the Certificate of Incorporation, to elect directors under specified circumstances, the number ofdirectors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Whole Board, but shall consist of not more than eleven nor less than three directors. The directors, other than those who may be elected bythe holders of any series of Preferred Stock, or any other series or class of stock as set forth in the Certificate of Incorporation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearlyequal in number as possible, consisting of Class A, Class B and Class C. The term of office of Class A shall expire at the 2000 annual meeting of stockholders, the term of office Class B shall expire at the 2001 annual meeting ofstockholders and the term of office of Class C shall expire at the 1999 annual meeting of stockholders. Each director shall hold office until his or her successor shall have been duly elected and qualified. At each annual meeting 

 

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of stockholders, commencing with the 1999 annual meeting, (i) directors elected to succeed those directors whose terms then expire shall be elected fora term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified, and (ii) only if authorized by aresolution of the Board of Directors, directors may be elected to fill any vacancy on the Board of Directors, regardless of how such vacancy shall have been created. 

**SECTION 3.3. Regular Meetings.** A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, each annual meeting of stockholders.The Board of Directors may, by resolution, provide the time and place for the holding of additional regular meetings without other notice than such resolution. 

**SECTION 3.4. Special Meetings.** Special meetings of the Board of Directors shall be called at the request of the Chairman of the Board, the President or a majority of the Board of Directors. The person orpersons authorized to call special meetings of the Board of Directors may fix the place and time of the meetings. 

**SECTION 3.5.Notice.** Notice of any special meeting shall be given to each director at his business or residence in writing or by telegram or by telephone communication. If mailed, such notice shall be deemed adequately delivered when deposited in the UnitedStates mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by telegram, such notice shall be deemed adequately delivered when the telegram is delivered to the telegraph company at least twenty-four hoursbefore such meeting. If by facsimile transmission, such notice shall be transmitted at least twenty-four hours before such meeting. If by telephone, the notice shall be given at least twelve hours prior to the time set for the meeting. Neither thebusiness to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting, except for amendments to these Bylaws as provided under Section 8.1 of Article VIIIhereof. A meeting may be held at any time without notice if all the directors are present (except as otherwise provided by law) or if those not present waive notice of the meeting in accordance with Section 6.4 hereof, either before or aftersuch meeting. 

**SECTION 3.6. Conference Telephone Meetings.** Members of the Board of Directors, or any committee thereof, mayparticipate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in ameeting shall constitute presence in person at such meeting. 

**SECTION 3.7. Quorum.** A whole number of directors equal to at least amajority of the Whole Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board of Directors there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from timeto time without 

 

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further notice. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Ifpermitted by applicable law, the directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum. 

**SECTION 3.8. Vacancies.** Subject to the rights of the holders of any series of Preferred Stock, or any other series or class of stock as set forthin the Certificate of Incorporation, to elect additional directors under specified circumstances, and unless the Board of Directors otherwise determines, vacancies resulting from death, resignation, retirement, disqualification, removal from officeor other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled only by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board ofDirectors and not by stockholders. Directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires and until such director’ssuccessor shall have been duly elected and qualified. No decrease in the number of authorized directors constituting the Whole Board shall shorten the term of any incumbent director. 

**SECTION 3.9. Executive and Other Committees.** The Board of Directors may designate one or more committees to exercise, subject to applicableprovisions of law, all the powers of the Board in the management of the business and affairs of the Corporation when the Board is not in session, provided that no committee shall have any power or authority in reference to matters expressly soprovided in Section 141 of the Delaware General Corporation Law. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any suchcommittee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the memberor members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Eachcommittee shall keep written minutes of its proceedings and shall report such proceedings to the Board when required. 

A majority of anycommittee may determine its action and fix the time and place of its meetings, unless the Board shall otherwise provide. Notice of such meetings shall be given to each member of the committee in the manner provided for in Section 3.5 of theseBylaws. The Board shall have power at any time to fill vacancies in, to change the membership of, or to dissolve any such committee. Nothing herein shall be deemed to prevent the Board from appointing one or more committees consisting in whole or inpart of persons who are not directors of the Corporation; provided, however, that no such committee shall have or may exercise any authority of the Board. 

 

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**SECTION 3.10. Removal.** Subject to the rights of the holders of any series of Preferred Stock, orany other series or class of stock as set forth in the Certificate of Incorporation, to elect additional directors under specified circumstances, any director, or the entire Board of Directors, may be removed from office at any time, but only forcause and only by the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding Voting Stock, voting together as a single class. 

**SECTION 3.11 Action by Consent.** Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or thecommittee consent to such action in writing and the writing or writings are filed with the minutes of proceedings of the Board or the committee. 

**ARTICLE IV**

**OFFICERS**

**SECTION 4.1. Elected Officers.** The elected officers of the Corporation shall be a Chairman of the Board, a President, a Secretary, and such other officers (including, without limitation, a Chief ExecutiveOfficer, a Chief Accounting Officer and a Chief Financial Officer) as the Board of Directors from time to time may deem proper. The Chairman of the Board shall be chosen from the directors. All officers chosen by the Board of Directors shall eachhave such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors orby any committee thereof. 

**SECTION 4.2. Election and Term of Office.** The elected officers of the Corporation shall be electedannually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of the stockholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter asconvenient. Subject to Section 4.7 of these Bylaws, each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign. 

**SECTION 4.3. Chairman of the Board.** The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors. TheChairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office which may be required by law and all such other duties as are properly required of him bythe Board of Directors. Except where by law the signature of the President is required, the Chairman of the Board shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which maybe authorized by the Board of Directors. He shall make reports to the Board of Directors and the stockholders, and shall perform all such other duties as are properly required of him by the Board of 

 

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Directors. He shall see that all orders and resolutions of the Board of Directors and of any committee thereof are carried into effect. 

**SECTION 4.4. President.** The President shall act in a general executive capacity and shall assist the Chairman of the Board in the administrationand operation of the Corporation’s business and general supervision of its policies and affairs. The President shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of theBoard and preside at all meetings of stockholders and of the Board of Directors. The President may sign, alone or with the Secretary, or an Assistant Secretary, or any other proper officer of the Corporation authorized by the Board of Directors,certificates, contracts, and other instruments of the Corporation as authorized by the Board of Directors. 

**SECTION 4.5. Secretary.**The Secretary shall give, or cause to be given, notice of all meetings of stockholders and Directors and all other notices required by law or by these Bylaws, and in case of his absence or refusal or neglect so to do, any such notice may be given byany person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these Bylaws. He shall record all the proceedings of the meetings of the Board ofDirectors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the Board of Directors, the Chairman of the Board or the President. Heshall have the custody of the seal of the Corporation and may affix the same to all instruments requiring it and attest to the same. 

**SECTION 4.6. Removal.** Any officer elected by the Board of Directors may be removed by a majority of the members of the Whole Board whenever, in their judgment, the best interests of the Corporation would be served thereby. No electedofficer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his successor, his death, his resignation or his removal, whichever event shall first occur, except asotherwise provided in an employment contract or an employee plan. 

**SECTION 4.7. Vacancies.** A newly created office and a vacancy inany office because of death, resignation, or removal may be filled by the Board of Directors for the unexpired portion of the term at any meeting of the Board of Directors. 

 

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**ARTICLE V**

**STOCK CERTIFICATES AND TRANSFERS**

**SECTION 5.1. Stock Certificates and Transfers.**

(A) The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form as theappropriate officers of the Corporation may from time to time prescribe, provided, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the Corporation shall beuncertificated shares. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificatesigned by, or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of theCorporation representing the number of shares registered in certificate form. Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated stock and the rights and obligations of the holders ofcertificates representing stock of the same class and series shall be identical. 

(B) The certificates of stock shall besigned, countersigned and registered in such manner as the Board of Directors may by resolution prescribe, which resolution may permit all or any of the signatures on such certificates to be in facsimile. In case any officer, transfer agent orregistrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if hewere such officer, transfer agent or registrar at the date of issue. 

(C) The shares of the stock of the Corporationrepresented by certificates shall be transferred on the books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of certificates for the same number of shares, with an assignment and power oftransfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require. Upon receipt of proper transfer instructions from the registered owner ofuncertificated shares such uncertificated shares shall be canceled and issuance of new equivalent uncertificated shares or certificated shares shall be made to the person entitled thereto and the transaction shall be recorded upon the books of theCorporation. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificatespursuant to the Delaware General Corporation Law or, unless otherwise provided by the Delaware General Corporation Law, a statement that the Corporation will furnish 

 

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without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of eachclass of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. 

**SECTION 5.2.Lost, Stolen or Destroyed Certificates.** No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of suchevidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or any financial officer may in its or his discretionrequire. 

**ARTICLE VI**

**MISCELLANEOUS PROVISIONS**

**SECTION 6.1. Fiscal Year.** The fiscal year of the Corporation shall consist of the yearending on each December 31st. 

**SECTION 6.2. Dividends.** The Board of Directors may from time to time declare, and theCorporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Certificate of Incorporation. 

**SECTION 6.3. Seal.** The corporate seal shall be in circular form and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal — Delaware 1999.” 

**SECTION 6.4. Waiver of Notice.** Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisionsof the Delaware General Corporation Law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither thebusiness to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or any meeting of the Board of Directors or committee thereof need be specified in any waiver of notice of such meeting. 

**SECTION 6.5. Audits.** The accounts, books and records of the Corporation shall be audited upon the conclusion of each fiscal year by an independentcertified public accountant selected by the Board of Directors, and it shall be the duty of the Board of Directors to cause such audit to be made annually. 

**SECTION 6.6. Resignations.** Any director or any officer, whether elected or appointed, may resign at any time by serving written notice of such resignation on the Chairman of the Board, the President or theSecretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by 

 

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the Chairman of the Board, the President, or the Secretary or at such later date as is stated therein. No formal action shall be required of the Board ofDirectors or the stockholders to make any such resignation effective. 

**SECTION 6.7. Indemnification and Insurance.**

(A) Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit, or proceeding,whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she or a person of whom he or she is the legal representative is or was a director or officer of the Corporation or isor was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by theCorporation, whether the basis of such proceeding is alleged action in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall be indemnified and held harmless by the Corporation to thefullest extent authorized by the Delaware General Corporation Law as the same exists or may hereafter be amended (but, if permitted by applicable law, in the case of any such amendment, only to the extent that such amendment permits the Corporationto provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties andamounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of hisor her heirs, executors and administrators; provided, however, that except as provided in paragraph (C) of this Bylaw, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof)initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Bylaw shall be a contract right and shall include the right to be paid by the Corporation theexpenses incurred in defending any such proceeding in advance of its final disposition, such advances to be paid by the Corporation within 20 days after the receipt by the Corporation of a statement or statements from the claimant requesting suchadvance or advances from time to time; provided, however, that if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any othercapacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to theCorporation of an undertaking by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Bylaw or otherwise.

 

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(B) To obtain indemnification under this Bylaw, a claimant shall submit to theCorporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled toindemnification. Upon written request by a claimant for indemnification pursuant to the first sentence of this paragraph (B), a determination, if required by applicable law, with respect to the claimant’s entitlement thereto shall be made asfollows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors(as hereinafter defined), even though less than a quorum, or (ii) if there are no Disinterested Directors or, if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shallbe delivered to the claimant, or (iii) if the Disinterested Directors so direct, by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of theclaimant, the Independent Counsel shall be selected by the Board of Directors unless there shall have occurred within two years prior to the date of the commencement of the action, suit or proceeding for which indemnification is claimed a“Change of Control,” in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is so determined that the claimant is entitled toindemnification, payment to the claimant shall be made within 10 days after such determination. For purposes of this Section 6.7, a “Change of Control” will be deemed to have occurred if (i) any “person” (as defined inSections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) ormore of the combined voting power of the Corporation’s then outstanding securities, provided that, this provision shall not apply to the direct, indirect or beneficial ownership of securities of the Corporation by Kenneth L. Agee, Mark A. Agee,their descendants or their spouses, or (ii) at any time there shall cease to be a majority of the Board of Directors comprised of individuals who on the date these bylaws are adopted by the Board of Directors constitute the Board of Directorsand any new director(s) whose election by the Board of Directors or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either weredirectors on the date these bylaws were adopted by the Board of Directors or whose election or nomination for election was previously so approved. 

(C) If a claim under paragraph (A) of this Bylaw is not paid in full by the Corporation within 30 days after a written claim pursuant to paragraph (B) of this Bylaw has been received by the Corporation, theclaimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shallbe a defense to any such 

 

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action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where therequired undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which makes it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimantfor the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including without limitation, the Disinterested Directors, Independent Counsel or stockholders) to have made adetermination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actualdetermination by the Corporation (including, without limitation, the Disinterested Directors, Independent Counsel or stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create apresumption that the claimant has not met the applicable standard of conduct. 

(D) If a determination shall have been madepursuant to paragraph (B) of this Bylaw that the claimant is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding commenced pursuant to paragraph (C) of this Bylaw. 

(E) The Corporation shall be precluded from asserting in any judicial proceeding commenced pursuant to paragraph (C) of this Bylawthat the procedures and presumptions of this Bylaw are not valid, binding and enforceable and shall stipulate in such proceeding that the Corporation is bound by all the provisions of this Bylaw. 

(F) The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final dispositionconferred in this Bylaw shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or Disinterested Directors orotherwise. No repeal or modification of this Bylaw shall in any way diminish or adversely affect the rights of any director, officer, employee or agent of the Corporation hereunder in respect of any occurrence or matter arising prior to any suchrepeal or modification. 

(G) The Corporation may maintain insurance, at its expense, to protect itself and any director,officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person againstsuch expense, liability or loss under the Delaware General Corporation Law. To the extent that the Corporation maintains any policy or policies providing such insurance, each such director or officer, and each such agent or employee to which rightsto indemnification have been granted 

 

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as provided in paragraph (H) of this Bylaw, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent ofthe coverage thereunder for any such director, officer, employee or agent. 

(H) The Corporation may, to the extentauthorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any employee or agent of theCorporation, and to persons serving as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, at the request of the Corporation, to the fullest extent of the provisions of this Bylaw with respect to theindemnification and advancement of expenses of directors and officers of the Corporation. 

(I) If any provision orprovisions of this Bylaw shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this Bylaw (including, without limitation, each portion ofany paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to thefullest extent possible, the provisions of this Bylaw (including, without limitation, each such portion of any paragraph of this Bylaw containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to giveeffect to the intent manifested by the provision held invalid, illegal or unenforceable. 

(J) For purposes of this Bylaw:

(1) “Disinterested Director” means a director of the Corporation who is not and was not a party to the proceedingor matter in respect of which indemnification is sought by the claimant. 

(2) “Independent Counsel” means a lawfirm, a member of a law firm, or an independent practitioner, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing, would not have a conflict ofinterest in representing either the Corporation or the claimant in an action to determine the claimant’s rights under this Bylaw. 

(K) Any notice, request or other communication required or permitted to be given to the Corporation under this Bylaw shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnightmail or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt by the Secretary. 

 

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**ARTICLE VII**

**CONTRACTS, PROXIES, ETC.**

**SECTION 7.1. Contracts.** Except as otherwise required by law, theCertificate of Incorporation or these Bylaws, any contracts or other instruments may be executed and delivered in the name and on the behalf of the Corporation by such officer or officers of the Corporation as the Board of Directors may from time totime direct. Such authority may be general or confined to specific instances as the Board may determine. The Chairman of the Board, the President or any Vice President may execute bonds, contracts, deeds, leases and other instruments to be made orexecuted for or on behalf of the Corporation. Subject to any restrictions imposed by the Board of Directors or the Chairman of the Board, the President or any Vice President of the Corporation may delegate contractual powers to others under hisjurisdiction, it being understood, however, that any such delegation of power shall not relieve such officer of responsibility with respect to the exercise of such delegated power. 

**SECTION 7.2. Proxies.** Unless otherwise provided by resolution adopted by the Board of Directors, the Chairman of the Board, the President or anyVice President may from time to time appoint an attorney or attorneys or agent or agents of the Corporation, in the name and on behalf of the Corporation, to cast the votes which the Corporation may be entitled to cast as the holder of stock orother securities in any other corporation or entity, any of whose stock or other securities may be held by the Corporation, at meetings of the holders of the stock or other securities of such other corporation or entity, or to consent in writing, inthe name of the Corporation as such holder, to any action by such other corporation or entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may execute or cause to be executedin the name and on behalf of the Corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he may deem necessary or proper in the premises. 

**SECTION 7.3. Record Date.** In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be more than 60nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of businesson the day next preceding the day on which notice is given, or, if notice is waived by all stockholders entitled to vote at the meeting, either in writing or by attendance at the meeting, at the close of business on the day next preceding the day onwhich the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, except that the Board of Directors may fix a new record date for theadjourned meeting. 

 

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In order that the Corporation may determine the stockholders entitled to consent to corporate action inwriting without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not be more than 10 days after thedate upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writingwithout a meeting, when no prior action by the Board of Directors is required by this act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by deliveryto its registered office in this state, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’sregistered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General CorporationLaw, the Certificate of Incorporation or these Bylaws, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directorsadopts the resolution taking such prior action. 

In order that the Corporation may determine the stockholders entitled to receive paymentof any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors mayfix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date fordetermining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. 

**ARTICLE VIII**

**AMENDMENTS**

**SECTION 8.1. Amendments.** These Bylaws may be altered, amended, or repealed at any meeting of the Board of Directors or of the stockholders,provided notice of the proposed change was given in the notice of the meeting and, in the case of a meeting of the Board of Directors, in a notice given no less than twenty- four hours prior to the meeting; provided, however, that, in the case ofamendments by stockholders, notwithstanding any other provisions of these Bylaws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or seriesof the stock required by law, the Certificate of Incorporation or these Bylaws, the affirmative vote of the holders of at least 80 percent of the voting power of the then outstanding Voting Stock, voting together as a single class, shall be requiredin order for the stockholders to alter, amend or repeal any provision of these Bylaws or to adopt any additional Bylaws. 

 

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**CERTIFICATE**

I, the undersigned, hereby certify that I am the Secretary of Syntroleum Corporation, and the keeper of its corporate records; that the foregoing Bylaws were duly adopted by said corporation’s Board of Directorsas and for the Bylaws of said corporation, effective as of the day of May 7, 1999; that the foregoing constitute the Bylaws of said corporation; and that such Bylaws are now in full force and effect. 

Dated: May 7, 1999 

 
/s/ Eric GrimshawEric GrimshawSecretary
 

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