**Exhibit 3.(iii)**

** **

**AMENDED AND RESTATED**

**BYLAWS OF**

 

**XETA TECHNOLOGIES, INC.**

(as adopted January 23, 2008)

 

**ARTICLE 1**

**OFFICES**

 

                1.1           The principal office of theCorporation shall be located at 1814 West Tacoma, Broken Arrow, State ofOklahoma.  The Corporation may have suchother offices either within or without the State of Oklahoma, as the Board ofDirectors may designate or as the business of the Corporation may require fromtime to time.

 

**ARTICLE 2**

**SHAREHOLDERS**

 

                2.1           Annual Meeting.  Theannual meeting of the shareholders shall be held each year in March on adate to be selected by the Board of Directors, for the purpose of electingDirectors and for the transaction of such other business as may come before themeeting.  If the day fixed for the annualmeeting shall be a legal holiday in the State in which the annual meeting is tobe held, such meeting shall be held on the next succeeding business day.  If the election of Directors shall not beheld on the day designated herein for any annual meeting of the shareholders,or at any adjournment thereof, the Board of Directors shall cause the electionto be held at a special meeting of the shareholders as soon thereafter as isconvenient.

 

                2.2           Special Meetings.  Specialmeetings of the shareholders, for any purpose, unless otherwise prescribed bystatute or the Certificate of Incorporation, may be called by the President orby the Board of Directors, and shall be called by the President at the requestof the holders of not less than ten percent (10%) of all the outstanding sharesof the Corporation entitled to vote at the meeting, which request shall statethe purpose or purposes of the proposed meeting.  Business at special meetings shall be limitedto the purpose or purposes stated in the call of said meeting.

 

                2.3           Place of Meeting.  Theannual meeting or any special meeting shall be held at such location as may bedetermined by the Corporation’s Board of Directors.  A waiver of notice signed by all shareholdersentitled to vote at a meeting may designate any place, either within or withoutthe State of Oklahoma, unless otherwise prescribed by statute, as the place forthe holding of such meeting.  If nodesignation is made, or if a special meeting be otherwise called, the place ofthe meeting shall be the principal office of the Corporation.

 

                2.4           Notice of Meeting.  Writtennotice stating the place, date, and hour of the meeting and, in case of aspecial meeting the purpose or purposes for which the meeting is called, shallbe delivered no less than ten (10) nor more than sixty (60) days beforethe date of the meeting, 

 

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either personally or by mail, by or at thedirection of the President, or the Secretary, or the officer or persons callingthe meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, postage prepaid, addressedto the shareholder at his address as it appears on the stock transfer books ofthe Corporation.

 

                2.5           Closing of Transfer Books orFixing of Record Date.  For the purpose of determiningshareholders entitled to notice of or to vote at any meeting of shareholders orany adjournment thereof, or shareholders entitled to receive payment of anydividend, or in order to make a determination of shareholders for any otherproper purpose, the Board of Directors of the Corporation may provide that thestock transfer books shall be closed for a stated period but not to exceed, inany case, sixty (60) days.  If the stocktransfer books shall be closed for the purpose of determining shareholdersentitled to notice of or to vote at a meeting of shareholders, such books shallbe closed not less than ten (10) days before the date of suchmeeting.  In lieu of closing the stocktransfer books, the Board of Directors may fix in advance a date as the recorddate for any such determination of shareholders, such date in any case to benot more than sixty (60) days and, in the case of a meeting of shareholders,not less than ten (10) days prior to the date on which the particularaction requiring such determination of shareholders is to be taken.  If the stock transfer books are not closedand no record date is fixed for the determination of shareholders entitled tonotice of or to vote at a meeting of shareholders, or shareholders entitled toreceive payment of a dividend, the day next preceding the day upon which suchmeeting is called, or the date on which the resolution of the Board ofDirectors declaring such dividend is adopted, as the case may be, shall be therecord date for such determination of shareholders.  When a determination of shareholders entitledto vote at any meeting of shareholders has been made as provided in thissection, such determination shall apply to any adjournment thereof.

 

                2.6           Voting Lists.  Theofficer or agent having charge of the stock transfer books for shares of theCorporation shall make, at least ten (10) days before each meeting ofshareholders, a complete list of the shareholders entitled to vote at suchmeeting, or any adjournment thereof, arranged in alphabetical order, with theaddress of and the number of shares held by each.  Such list, for a period of at least ten (10) daysprior to such meeting, shall be open to inspection by any shareholder, duringusual business hours, either at a place within the city where the meeting is tobe held, which place shall be specified on the notice of the meeting, or, ifnot so specified, at the place where the meeting is to be held.  Such list shall also be produced and kept at thetime and place of the meeting during the entire time thereof, and shall be opento the inspection of any shareholder who is present.  The stock ledger shall be the only evidenceas to the shareholders entitled to examine such list or transfer books or tovote at any meeting of shareholders.

 

                2.7           Quorum.  The holdersof a majority of the outstanding shares of the Corporation entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting ofshareholders, except as otherwise provided by statute or the Certificate ofIncorporation.  If less than a majorityof the outstanding shares are so represented at a meeting, a majority of theshares so represented may adjourn the meeting from time to time without furthernotice.  At such adjourned meeting, anybusiness may be transacted which might have been transacted at the originalmeeting, provided a quorum shall be represented.  the shareholders so represented at a dulyorganized meeting at which a quorum is present may continue to transactbusiness until 

 

 

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adjournment, notwithstanding thewithdrawal of enough shareholders to leave less than a quorum.

 

                2.8           Proxies.  At allmeetings of shareholders, a shareholder may vote by proxy executed in writingby the shareholder or by his duly authorized attorney-in-fact, and bearing adate not more than eleven (11) months prior to said meeting unless saidinstrument provides for a longer period. Such proxy shall be filed with the Secretary of the Corporation at orbefore the time of the meeting.

 

                2.9           Voting of Shares.  Whena quorum is present at a meeting, the vote of the holders of a majority of thestock having voting power present in person or represented by proxy shalldecide any question brought before such meeting, unless the question is oneupon which by express provisions of the statutes or of the Certificate ofIncorporation or of these Bylaws, a different vote is required, in which casesuch express provisions shall govern and control the decision of such question.

 

                2.10         Voting of Shares by Certain Holders.  Sharesstanding in the name of another corporation may be voted by such officer, agentor proxy as the Bylaws of such corporation may prescribe, or, in the absence ofsuch provisions, as the Board of Directors of such corporation may determine.

 

                Sharesheld by an administrator, executor, guardian or conservator may be voted by himeither in person or by proxy, without a transfer of such shares into hisname.  Shares standing in the name of atrustee may be voted by him, either in person or by proxy, but no trustee shallbe entitled to vote shares held by him without a transfer of such shares intohis name.

 

                Sharesstanding in the name of a receiver may be voted by such receiver, and sharesheld by or under the control of a receiver may be voted by such receiverwithout the transfer thereof into his name if authority so to do be containedin an appropriate order of the court by which such receiver was appointed.

 

                Ashareholder whose shares are pledged shall be entitled to vote such sharesunless in the transfer by the pledgor on the books of the Corporation he hasexpressly empowered the pledgee to vote thereon, in which case only the pledgeeor his proxy may represent such stock and vote thereon.

 

                Sharesof its own stock belonging to the Corporation, except shares held by it in afiduciary capacity, shall not be voted, directly or indirectly, at any meeting,and shall not be counted in determining the total number of outstanding sharesat any given time.

 

2.11    Conduct of Meetings.   At ameeting of the shareholders, only such business may be brought before themeeting that is either:

 

(i)                                     specified inthe notice of meeting given by or at the direction of the Board of Directors,

 

 

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(ii)                                  brought byor at the discretion of the Board of Directors; or

 

(iii)                               otherwiseproperly brought by any shareholder of the Corporation who (A) is ashareholder of record on the date of giving the notice provided for in this Section 2.11and on the record date for the determination of shareholders entitled to noticeof and to vote at such annual meeting, and (B) complies with the noticeprocedures set forth herein.

 

For business,including director nominations, to be properly brought before a meeting by ashareholder pursuant to clause (iii) above, the business must be a propersubject to be brought before the meeting and the shareholder must have giventimely notice thereof in writing to the Secretary. To be timely as to an annualmeeting of shareholders, a shareholder’s notice must be received at theprincipal executive office of the Corporation not less than 120 calendar daysbefore the anniversary of the date on which the Corporation first mailed itsproxy materials for the previous year’s annual meeting; provided however, thatif the date of the meeting is changed by more than 30 days from the date of theprevious year’s meeting, notice by a shareholder to be timely must be receivedno later than the close of business on the 10th day following the earlier ofthe day on which notice of the date of the meeting was mailed to shareholdersor public disclosure of such date was made. To be timely as to a special meeting of shareholders, a shareholder noticemust be received not later than the call of the meeting as provided for in Section 2.2of this Article 2.   Suchshareholder notice shall set forth, as to each matter the shareholder proposesto bring before the meeting: (1) a brief description of the businessdesired to be brought before the meeting and the reasons for conducting suchbusiness at the meeting, (2) the name and record address of theshareholder proposing such business, (3) the class and number of shares ofthe Corporation which are beneficially owned by the shareholder, (4) arepresentation that the shareholder is a holder of record of capital stock ofthe Corporation entitled to vote at such meeting and intends to appear inperson or by proxy at the meeting to present such business, and (5) adescription of all arrangements or understandings between such shareholder andany other person or persons (including their names) in connection with theproposal of such business by such shareholder and any material interest of theshareholder in such business.

 

Notwithstanding anything in these By-lawsto the contrary, no business shall be proper at a meeting unless brought beforeit in accordance with the procedures set forth herein.  Further, a shareholder shall also comply withall applicable requirements of the Securities Exchange Act of 1934, as amended,and the rules and regulations thereunder with respect to the matters setforth herein.

 

                Notwithstanding anythingprovided herein to the contrary, the procedures for submission of shareholder proposalshave not expended, altered or affected in any manner, whatever rights orlimitations may exist regarding the ability of a shareholder of the Corporationto submit a proposal for consideration by shareholders of the Corporation underOklahoma or federal law.

 

                2.12         Informal Action by Shareholders.  Unlessotherwise provided for in the Certificate of Incorporation, any action requiredto be taken at a meeting of the shareholders, or any other action which may betaken at a meeting of the shareholders, may be taken without a meeting, 

 

 

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without prior notice and without a vote,if a consent in writing, setting forth the action so taken, is signed by theholders of outstanding stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted.  Such consent shall be filed the Secretary ofthe Corporation and made a part of the corporate records, and notice of thetaking of such action, if by less than unanimous written consent, shall begiven to those shareholders who have not consented in writing, within five (5) daysof the taking of such action.

 

**ARTICLE 3**

**BOARD OF DIRECTORS**

 

                3.1           General Powers.  Theproperty and business of the Corporation shall be managed by its Board ofDirectors, which may exercise all such powers of the Corporation, and do allsuch lawful acts and things as are not by statute or by the Certificate ofIncorporation or by these Bylaws directed or required to be exercised or doneby the shareholders.

 

                3.2           Number, Tenure and Qualifications.  Thenumber of Directors constituting the whole Board of Directors of theCorporation shall not be less the one (1) nor more than twelve (12), asthe Board may determine by resolution from time to time.  Unless an election is contested, a Boardresolution nominating persons for election shall suffice to evidence the fixingof the number of Directors constituting the Board.  All Directors shall be elected for a term ofone (1) year at the annual meeting of Shareholders, and shall hold officeuntil his successor has been elected and qualified, unless removed earlier inaccordance with Section 3.3 of these Bylaws or upon his death, resignationor disqualification.

 

                3.3           Removal of Directors.  Theentire Board of Directors or any individual Director may be removed from officewith cause by a vote of the shareholders holding a majority of the outstandingshares entitled to vote, or may be removed without cause by a vote of theshareholders holding sixty-six and two-thirds percent (66 2/3%) of theoutstanding shares entitled to vote at any annual or special meeting of saidshareholders.  Should said Board ofDirectors or any one or more Directors be so removed at any annual or specialmeeting of the shareholders, new Directors may be elected at the same meeting.

 

                3.4           Regular Meetings.  Aregular meeting of the Board of Directors shall be held at such time and atsuch place as shall be fixed by the vote of the shareholders at the meeting atwhich Directors are elected without other notice than the resolution of theshareholders fixing said time and place of meeting.  The Board of Directors may provide, byresolution, the time and place for the holding of additional regular meetingswithout other notice than such resolution.

 

                3.5           Special Meetings.  Specialmeetings of the Board of Directors may be called by or at the request of thePresident or any two (2) Directors. The person or persons authorized to call special meetings of the Boardof Directors may fix the place for holding any special meeting of the Board ofDirectors called by them.

 

                3.6           Notice.  Notice ofany special meeting shall be given at least seven (7) days previouslythereto by written notice delivered personally or mailed to each Director athis 

 

 

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business address, or by telegram.  If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail so addressed, with postagethereon prepaid.  If notice be given bytelegram, such notice shall be deemed to be delivered when the telegram isdelivered to the telegraph company.  AnyDirector may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver ofnotice of such meeting, except where a Director attends a meeting for theexpress purpose of objecting to the transaction of any business because themeeting is not lawfully called or convened.

 

                3.7           Quorum.  A majorityof the number of Directors fixed by Article 3.2 hereof shall constitute aquorum for the transaction of business at any meeting of the Board ofDirectors, but if less than such majority is present at a meeting, a majorityof the Directors present may adjourn the meeting from time to time withoutfurther notice.  When the Board ofDirectors consists of one Director, then one Director shall constitute aquorum.

 

                3.8           Manner of Acting.  Theact of the majority of the Directors present at a meeting at which a quorum ispresent shall be the act of the Board of Directors.

 

                3.9           Vacancies.  Anyvacancy occurring in the Board of Directors may be filled by the affirmativevote of a majority of the remaining Directors though less than a quorum of theBoard of Directors.  A Director electedto fill a vacancy shall be elected for the unexpired term of his predecessor inoffice.  Any Directorship to be filled byreason of an increase in the number of Directors shall be filled by election atan annual meeting or at a special meeting of shareholders called for thatpurpose.

 

                3.10         Compensation.  Directors,as such, may receive compensation in such amounts and in such forms as theBoard of Directors shall determine from time to time by resolution.  No such payment shall preclude any Directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.

 

                3.11         Presumption of Assent.  ADirector of the Corporation who is present at a meeting of the Board ofDirectors at which action on any corporate matter is taken shall be presumed tohave assented to the action taken unless his dissent shall be entered in theminutes of the meeting or unless he shall file his written dissent to suchaction with the person acting as Secretary of the Corporation immediately afterthe adjournment of the meeting.  Suchright to dissent shall not apply to a Director who voted in favor of suchaction.

 

                3.12         Committees.  The Boardof Directors may, by resolution or resolutions passed by a majority of thewhole Board, designate one or more committees, each committee to consist of one(1) or more of the Directors of the Corporation, which, to the extentprovided in the resolution and permitted by law, shall have and may exercisethe powers of the Board of Directors in the management of the business andaffairs of the Corporation, except where action by the Board of Directors isrequired by law, and shall have the power to authorize the seal of theCorporation to be affixed to all papers which may require it.  Such committees shall have such names as maybe determined from time to time by resolution adopted by the whole Board, andshall keep regular minutes of their proceedings and report the same to theBoard of Directors when required.

 

 

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                3.13         Informal Action by Directors.  Anyaction required or permitted to be taken at a meeting of the Board of Directorsor of any committee thereof may be taken without a meeting, if all members ofthe Board or committee, as the case may be, consent thereto in writing, and thewriting or writings are filed with the minutes of proceedings of the Board orcommittee.

 

                3.14         Telephone Conference.  Membersof the Board of Directors, or any committee thereof, may participate in ameeting of such Board or committee by means of conference telephone or similarcommunications equipment that enables all persons participating in the meetingto hear each other.  Such participationshall constitute presence in person at such meeting.

 

**ARTICLE 4**

**OFFICERS**

 

                4.1           Number.  TheOfficers of the Corporation shall be a President, one or more Vice Presidents,a Secretary and a Treasurer, each of whom shall be elected by the Board ofDirectors.  The office of Vice Presidentmay be held vacant.  Such other Officers,assistant Officers, and agents as may be deemed necessary may be elected orappointed by the Board of Directors.  Two(2) or more offices may be held at the same time by one person, exceptthat the offices of President and Secretary or President and Vice Presidentshall not be held by the same person at any time.

 

                4.2           Election and Term of Office.  TheOfficers of the Corporation to be elected by the Board of Directors shall beelected annually by the Board of Directors at a meeting of the Board of Directorsto be held after each annual meeting of the shareholders.  If the election of Officers shall not be heldat such meeting, such election shall be held as soon thereafter as convenientlymay be.  Each Officer shall hold officeuntil his successor shall have been duly elected and shall have qualified oruntil he shall resign or shall have been removed in the manner hereinafterprovided.

 

                4.3           Removal.  AnyOfficer or agent elected by the Board of Directors may be removed by anaffirmative vote of a majority of the Board of Directors, but such removalshall be without prejudice to the contractual rights, if any, of the person soremoved.

 

                4.4           Vacancies.  Avacancy in any office because of death, resignation, removal, disqualificationor otherwise, may be filled by the Board of Directors for the unexpired portionof the term.

 

                4.5           (a)           Chairman.  The Board of Directors may appoint from itsmembers a Chairman of the Board.  TheChairman, if one has been appointed, shall preside over all meetings of theBoard of Directors and all meetings of the shareholders.  The Chairman shall have direct supervisionover the Office of the Chief Executive Officer and shall perform such dutiesand possess such powers as are assigned to him by the Board of Directors. Ifthe Chairman of the Board is also designated as the corporation’s ChiefExecutive Officer, the Chairman shall 

 

 

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also have thepowers and duties of the Chief Executive Officer prescribed in Section 4.5(b) ofthese Bylaws.

 

                (b)           Chief Executive Officer.  TheOffice of Chief Executive Officer, if one has been appointed by the Board,shall be the chief executive office of the Corporation and shall be subject tothe control of the Board of Directors. The Chief Executive Officer shall report directly to the Chairman of theBoard, if one has been appointed.  TheBoard of Directors, in its discretion, may appoint two Chief Executive Officersto be known as Co-CEOs.  If Co-CEOs areappointed by the Board, the responsibilities of the Office of Chief ExecutiveOfficer shall be shared between the Co-CEOs as they shall determine, unlessspecific direction or assignment has been given by the Board.  The Office of Chief Executive Officer shallhave general supervision and control of the business and affairs of theCorporation; shall have direct supervision over the offices of President andChief Financial Officer; and shall exercise and perform such other specificpowers and duties as may be assigned to him from time to time by the Board ofDirectors.  In the absence of theChairman of the Board, the Office of Chief Executive Officer shall preside atmeetings of the Board of Directors and meetings of the shareholders.  The Office of the Chief Executive Officershall have authority to execute instruments and to enter into contracts onbehalf of the Corporation, except in cases where the signing and executionthereof are expressly delegated by the Board of Directors or the Corporation’sBylaws to some other officer or agent of the Corporation.

 

(c)           President.  Theoffice of President shall be the chief operating officer of the Corporation andshall be subject to the control of the Office of Chief Executive Officer andthe Board of Directors and shall report directly to the Office of ChiefExecutive Officer.  Subject to thesupervisory powers given by the Board of Directors to the Office of ChiefExecutive Officer, the President shall be responsible for the generaladministration and management of the business and day-to-day operations of theCorporation and shall, together with the Office of Chief Executive Officer, seethat all orders and resolutions of the Board of Directors are carried intoeffect.  The President shall, in general,perform all duties normally incident to the office of the President and shallexercise and perform such other specific powers and duties as may be assignedto him from time to time by the Board of Directors or by the Office of ChiefExecutive Officer.  He shall, in theabsence of both the Chairman of the Board and Chief Executive Officer, presideat all meetings of the shareholders.  Hemay sign, with the Secretary or any other proper officer of the Corporation,certificates of shares of the Corporation, any deeds, mortgages, bonds,contracts or other instruments which the Board has authorized to be executed,except in cases where the signing and execution thereof shall be expresslydelegated by the Board of Directors or by these Bylaws to some other officer oragent of the Corporation, or shall be required by law to be otherwise signed orexecuted.”

 

                4.6           Vice President.  Inthe absence of the President or in the event of his death, inability, orrefusal to act, the Vice President shall perform the duties of the President,and when so acting, shall have all the powers of and be subject to all therestrictions upon the President.  TheVice President shall perform such other duties as from time to time may beassigned to him by the President or by the Board of Directors.

 

 

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                4.7           Secretary.  TheSecretary shall: (a) keep the minutes of the shareholders’ meetings and ofthe Board of Directors’ meetings in one or more books provided for thatpurpose; (b) give, or cause to be given, all notices in accordance withthe provisions of these Bylaws or as required by law; (c) be custodian ofthe corporate records and of the seal of the Corporation and see that the sealof the Corporation is affixed to all documents, the execution of which onbehalf of the Corporation under its seal is duly authorized or required; (d) keepa register of the post office address of each shareholder; (e) havegeneral charge of the stock transfer books of the Corporation; and (f) ingeneral perform all duties incident to the office of Secretary and such otherduties as from time to time may be assigned to him by the President or by theBoard of Directors.

 

                4.8           Treasurer.  TheTreasurer shall: (a) have charge and custody of and be responsible for allfunds and securities of the Corporation; (b) receive and give receipts formonies due and payable to the Corporation from any source whatsoever; (c) depositall such monies in the name of the Corporation in such banks, trust companiesor other depositories as shall be selected in accordance with the provisions ofArticle 5 of these Bylaws; (d) keep full and accurate accounts ofreceipts and disbursements in books belonging to the Corporation; (e) renderto the President and Directors at each regular meeting of the Board, orwhenever they may require it, an account of all of such transactions and thefinancial condition of the Corporation; and (f) in general, perform all ofthe duties incident to the office of Treasurer and such other duties as fromtime to time may be assigned to him by the President or by the Board ofDirectors.  If required by the Board ofDirectors, the Treasurer shall give a bond for the faithful discharge of hisduties in such sum and with such surety or sureties as the Board of Directorsshall determine.

 

                4.9           Other Officers.  Suchother Officers, assistant Officers and agents, which may be elected orappointed by the Board of Directors, shall perform such duties as shall beassigned to them by the Board of Directors.

 

                4.10         Salaries.  Thesalaries of the Officers shall be fixed from time to time by the Board ofDirectors.  No Officer shall be preventedfrom receiving such salary by reason of the fact that he is also a Director ofthe Corporation.

 

**ARTICLE 5**

**CONTRACTS, LOANS, ANDDEPOSITS**

 

                5.1           Contracts.  TheBoard of Directors may authorize any Officer or Officers, agent or agents, toenter into any contract or execute and deliver any instrument in the name ofand on behalf of the Corporation, and such authority may be general or confinedto specific instances.

 

                5.2           Loans.  No loans shallbe contracted on behalf of the Corporation and no evidence of indebtednessshall be issued in its name unless authorized by a resolution of the Board ofDirectors.  Such authority may be generalor confined to specific instances.

 

                5.3           Checks, Drafts, Etc.  Allchecks, drafts or other orders for the payment of money, notes or otherevidences of indebtedness issued in the name of the Corporation, shall besigned 

 

 

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by such Officer of Officers, agent or agentsof the Corporation in such manner as shall from time to time be determined bythe Board of Directors.

 

                5.4           Deposits.  All fundsof the Corporation not otherwise employed shall be deposited from time to timeto the credit of the Corporation in such banks, trust companies or otherdepositories as the Board of Directors may select.

 

**ARTICLE 6**

**CERTIFICATES FOR SHARESAND THEIR TRANSFER**

 

                6.1           Certificates of Stock;Un-certificated Shares.   The shares of the Corporation shall be represented bycertificates unless the Board of Directors shall by resolution or resolutionsprovide that some or all of any class or series of stock of the Corporationshall be un-certificated shares.  Anysuch resolution shall not apply to shares represented by a certificate untilthe certificate is surrendered to the Corporation.  Notwithstanding the adoption by the Board ofany resolution(s) providing for un-certificated shares, every holder ofstock in the Corporation represented by certificates and, upon request, everyholder of un-certificated shares, shall be entitled to have a certificatesigned by, or in the name of the Corporation by, the Chairman or Vice Chairmanof the Board of Directors, or the President or a Vice President, and by theTreasurer or an Assistant Treasurer, or the Secretary or an AssistantSecretary, representing the number of shares registered in certificateform.  Such certificate shall be in suchform as may be determined by the Board of Directors to the extent consistentwith applicable law, the Certificate of Incorporation and these Bylaws.

 

                6.2           Transfer of Stock.  Transferof shares of the Corporation shall be made only on the stock transfer books ofthe Corporation by the holder of record thereof or by his attorney or legalrepresentative, written evidence of whose authority shall be filed with theCorporation.  No transfer of shares ofcapital stock shall be valid until such transfer has been entered on the booksof the Corporation by an entry showing fromand to whom transferred and, (i) if the stock is certificated, thetransfer shall not be valid until the surrender of the certificate, dulyendorsed or accompanied by proper evidence of succession, assignation ortransfer, and cancellation of the certificate representing the same or (ii) ifthe stock is un-certificated, the transfer shall not be valid unlessaccompanied by a duly executed stock transfer power or other proper transferinstructions from the registered owner of such un-certificated shares.

 

6.3                 Lost,Stolen or Destroyed Certificates. No certificate for shares or un-certificated shares of stock inthe Corporation shall be issued in place of any certificate alleged to havebeen lost, destroyed or stolen, except on production of such evidence of suchloss, destruction or theft and on delivery to the Corporation of a bond ofindemnity in such amount, upon such terms and secured by such surety, as theBoard of Directors or any financial officer may in its or his discretionrequire.

 

 

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**ARTICLE 7**

**FISCAL YEAR**

 

7.1           The fiscal year of the Corporationshall be determined by the Board of Directors.

 

**ARTICLE 8**

**DIVIDENDS**

 

8.1           The Board of Directors may from timeto time declare, and the Corporation may pay, dividends on its outstandingshares in the manner and upon the terms and conditions provided by law and theCertificate of Incorporation.  Dividendsmay be paid in cash, in property, or in shares of capital stock, subject to theprovisions of the Certificate of Incorporation and the laws of the State ofOklahoma.

 

**ARTICLE 9**

**SEAL**

 

9.1           The Board of Directors shall providea corporate seal which shall have inscribed thereon the name of the Corporationand the words “Corporate Seal.”

 

**ARTICLE 10**

**WAIVER OF NOTICE**

 

10.1         Unless otherwise provided by law, wheneverany notice is required to be given to any shareholder or Director of theCorporation under the provisions of these Bylaws or under the provisions of theCertificate of Incorporation, a waiver thereof, in writing, signed by theperson or persons entitled to such notice, whether before or after the timestated therein, shall be deemed equivalent to the giving of such notice.

 

**ARTICLE 11**

**AMENDMENTS**

 

11.1         These Bylaws may be altered, amended,or repealed and new Bylaws may be adopted by affirmative vote of theshareholders representing fifty-one percent (51%) of all the shares issued andoutstanding, at any annual shareholders’ meeting or at any special shareholders’meeting when the proposed amendment has been set out in the notice of suchmeeting, or by the Board of Directors at any regular or special meeting of theBoard when the proposed amendment has been set out in the notice of suchmeeting.

 

**ARTICLE 12**

**INDEMNIFICATION OFDIRECTORS AND OFFICERS**

 

12.1         Indemnification: Actions Other ThanBy The Corporation.  The Corporation shall indemnify any personwho was or is a party or is threatened 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 right of theCorporation) by reason of the fact that he is or was a director, officer,employee or agent of the Corporation, or is or was serving at the request ofthe Corporation as a director, officer, employee or agent of another corporation,

 

 

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partnership, joint venture, trust or otherenterprise, against expenses (including attorneys’ fees, court costs,judgments, fines and amounts paid in settlement) actually and reasonablyincurred by him in connection with such action, suit or proceeding, if he actedin good faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal actionor proceeding had no reasonable cause to believe his conduct was unlawful.  The termination of any action, suit orproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent, shall not, of itself, create a presumption thatthe person did not act in good faith and in a manner which he reasonablybelieved to be in or not opposed to the best interests of the Corporation, and,with respect to any criminal action or proceeding, had reasonable cause tobelieve that his conduct was unlawful.

 

12.2         Indemnification:  ActionsBy The Corporation.  The Corporation shall indemnify any personwho was or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the Corporation toprocure a judgment in its favor by reason of the fact that he is or was adirector, officer, employee or agent of the Corporation, or is or was servingat the request of the Corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust or other enterpriseagainst expenses (including attorneys’ fees, court costs and fines) actuallyand reasonably incurred by him in connection with the defense or settlement ofsuch action or suit if he acted in good faith and in a manner he reasonablybelieved to be in or not opposed to the best interests of the Corporation andexcept that no indemnification shall be made in respect of any claim, issue ormatter as to which such person shall have been adjudged to be liable for negligenceor misconduct in the performance of his duty to the Corporation, unless andonly to the extent that the court in which such action or suit was broughtshall determine upon application that, despite the adjudication of liabilitybut  12 in view of all the circumstancesof the case, such person is fairly and reasonably entitled to indemnity forsuch expenses which such court shall deem proper.

 

12.3         Right to Indemnification.  Tothe extent that any present or former director, officer and employee and any personwho is or was serving at the request of the Corporation as a director, officeror employee of another corporation, partnership, joint venture, trust or otherenterprise, or any agent of the Corporation or any person who is or was servingat the request of the Corporation as an agent of another corporation,partnership, joint venture, trust or other enterprise, has been successful onthe merits or otherwise in defense of any action, suit or proceeding referredto in Sections 1 and 2 of this Article 12, or in defense of any claim,issue or matter therein, he shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connectiontherewith.

 

12.4         Authorization of Indemnification.  Anyindemnification under Sections 1 and 2 of this Article 12 (unless orderedby a court) shall be made by the Corporation only upon a determination thatindemnification of the director, officer, employee or agent is proper in thecircumstances because he has met the applicable standard of conduct set forthin Section 1 and 2 of this Article 12.  Such determination shall be made: (i) bythe Board of Directors by a majority vote of a quorum consisting of directorswho were not parties to such action, suit or proceeding; or (ii) if suchquorum is not obtainable, or, even if obtainable a quorum of disinteresteddirectors so directs, by independent legal counsel in a written opinion; or (iii) bythe shareholders.

 

 

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12.5         Advance Indemnification.  Expensesincurred by an officer or director in defending a civil or criminal action,suit or proceeding shall be paid by the Corporation in advance of the finaldisposition of such action, suit or proceeding as authorized by the Board ofDirectors in the specific case upon receipt of an undertaking by or on behalfof such director or officer to repay such amount unless it shall ultimately bedetermined that he is entitled to be indemnified by the Corporation asauthorized in this Article 12.  Suchexpenses incurred by other employees and agents may be so paid upon such termsand conditions, if any, as the Board of Directors deems appropriate.

 

12.6         Non-Exclusive Indemnification.  Theindemnification provided by this Article 12 shall not be deemed exclusiveof any other rights to which those seeking indemnification may be entitledunder any bylaw, agreement, vote of shareholders or disinterested directors orotherwise, both as to action in his official capacity and as to action inanother capacity while  13 holding suchoffice, and shall continue as to a person who has ceased to be a director,officer, employee or agent and shall inure to the benefit of the heirs,executors and administrators of such a person.

 

12.7         Insurance.  TheCorporation shall have power to purchase and maintain insurance on behalf ofany person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any liability asserted against himand incurred by him in any such capacity, or arising out of his status as such,whether or not the Corporation would have the power to indemnify him againstsuch liability under the provisions of this Article 12.

 

12.8         Modification or Repeal.  Nomodification or repeal of any of the provisions under this Article 12shall operate retroactively or impair the rights of any person which shall haveaccrued hereunder.

 

12.9         Constituent Corporation.  Forthe purpose of this Article, references to “the Corporation” include allconstituent corporations absorbed in a consolidation or merger as well as theresulting or surviving corporation so that any person who is or was a director,officer, employee or agent of such a constituent corporation or is or wasserving at the request of such constituent corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise shall stand in the same position under the provisions of this Article 12with respect to the resulting or surviving corporation in the same capacity.

 

 

 

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