exv10w1



 





Exhibit 10.1




BYLAWS

OF

PARALLEL PETROLEUM CORPORATION

(As Amended On May 15, 1986, May 4, 1994, October 5, 2000, and November 28, 2007)




ARTICLE I




OFFICES




     Section 1.1 Registered Office. The registered office of the corporation in the State
of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its
registered agent shall be The Corporation Trust Company.



     Section 1.2 Other Offices. The corporation may also have offices at such other
places both within and without the State of Delaware as the Board of Directors may from time to
time determine or the business of the corporation may require.



ARTICLE II




MEETINGS OF STOCKHOLDERS




     Section 2.1 Place of Meeting. All meetings of stockholders for the election of
directors shall be held at such place, either within or without the State of Delaware, as shall be
designated from time to time by the Board of Directors and stated in the notice of the meeting.



     Section 2.2 Annual Meeting.



     (a) The annual meeting of stockholders shall be held at such date and time as shall be
designated from time to time by the Board of Directors and stated in the notice of the meeting.



     (b) At an annual meeting of the stockholders, only such business shall be conducted as shall
have been properly brought before the meeting. To be properly brought before an annual meeting
business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the board of directors, (b) otherwise properly brought before the meeting by or at
the direction of the board of directors, or (c) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the secretary of the corporation.
To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal
executive offices of the corporation, not less than 60 days nor more than 90 days prior to the
meeting; provided, however, that in the event that less than 70 days’ notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder
to be timely must be so received not later than the close of business on the 10 day following the
day on which such notice of the date of the annual meeting was mailed or such public disclosure was
made. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder
proposes to bring before the annual meeting (a) a brief description of the



 









 




business desired to be brought before the annual meeting and the reasons for conducting such
business at the annual meeting, (b) the name and record address of the stockholder proposing such
business, (c) the class and number of shares of the corporation which are beneficially owned by the
stockholders, and (d) any material interest of the stockholder in such business. Notwithstanding
anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting except
in accordance with the procedures set forth in this Section 2.2(b). The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the provisions of this Section 2.2(b)
and if he should so determine, he shall so declare to the meeting, and any such business not
properly brought before the meeting shall not be transacted. At any special meeting of the
stockholders, only such business shall be conducted as shall have been brought before the meeting
by or at the direction of the board of directors. (As amended October 5, 2000).




     Section 2.3 Notice of Meeting. Written notice of the annual meeting shall be served
upon or mailed to each stockholder entitled to vote thereat at such address as appears on the books
of the corporation, at least ten (10) days prior to the meeting.



     Section 2.4 Voting List. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder who is present. The
stock ledger shall be the only evidence as to who are the stockholders entitled to examine the
stock ledger, the list required by this Section 2.4 or the books of the corporation, or to vote in
person or by proxy at any meeting of stockholders.



     Section 2.5 Special Meeting. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be
called by the Chairman of the Board, the President or by the Board of Directors or by written order
of a majority of the directors. The President or directors so calling any such meeting shall fix
the time and any place, either within or without the State of Delaware, as the place for holding
such meeting. (As amended May 4, 1994 and October 5, 2000).



     Section 2.6 Notice of Special Meeting. Written notice of a special meeting of
stockholders, stating the time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books of the corporation, at
least ten (10) days before such meeting.



     Section 2.7 Scope of Special Meeting. Business transacted at all special meetings
shall be confined to the objects stated in the call.



2









 





     Section 2.8 Quorum. The holders of a majority of the shares of capital stock issued
and outstanding and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the transaction of business, except as
otherwise provided by statute or by the Certificate of Incorporation or by these Bylaws.
Notwithstanding the other provisions of these Bylaws, the holders of a majority of the shares of
capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a
quorum is present, shall have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or represented. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have been transacted at
the original meeting.



     Section 2.9 Voting. When a quorum is present at any meeting of the stockholders, the
vote of the holders of a majority of the shares of capital stock entitled to vote thereon, present
in person or represented by proxy, shall decide any question brought before such meeting, unless
the question is one upon which, by express provision of the statutes, of the Certificate of
Incorporation or of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.



     Section 2.10 Right to Vote. At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period, and filed with the
Secretary of the corporation before or at the time of the meeting. If such instrument shall
designate two or more persons to act as proxies, unless such instrument shall provide to the
contrary, a majority of such persons present at any meeting at which their powers thereunder are to
be exercised shall have and may exercise all the powers of voting or giving consents thereby
conferred, or if only one be present, then such powers may be exercised by that one; or, if an even
number attend and a majority do not agree on any particular issue, each proxy so attending shall be
entitled to exercise such powers in respect of the shares proportionately.



     Section 2.11 Consent of Stockholders. Any action required by statute to be taken at
any annual or special meeting of stockholders, or any action which may be taken at any annual or
special meeting of stockholders, may be taken without a meeting, without prior notice and without a
vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of
all of the outstanding stock of the corporation.



     Section 2.12 Voting of Stock of Certain Holders. Shares standing in the name of
another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of
Directors or a duly authorized managing director of such corporation may determine. Shares
standing in the name of a deceased person may be voted by the executor or administrator of such
deceased person, either in person or by proxy. Shares standing in the name of a guardian,
conservator or



3









 




trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall
be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into
the name of such fiduciary. Shares standing in the name of a receiver may be voted by such
receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in
the transfer by the pledgor on the books of the corporation he has expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote
thereon.




     Section 2.13 Treasury Stock. The corporation shall not vote, directly or indirectly,
shares of its own stock owned by it; and such shares shall not be counted in determining the total
number of issued and outstanding shares for the purposes of determining the presence of a quorum at
any meeting of stockholders.



     Section 2.14 Fixing Record Date.



     (a) In order that the corporation may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or 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 may fix, in advance, a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of such meeting, no more than sixty (60)
days prior to any other action, for the determination of the stockholders entitled to notice of,
and to vote at, any such meeting or any adjournment thereof, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any other lawful
action. If the Board of Directors fix, in advance, a record date as herein provided, then, in such
case, such stockholders, and only such stockholders, as shall be stockholders of record on the date
so fixed shall be entitled to such notice of, and to vote at, any such meeting or any adjournment
thereof, or entitled to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date is fixed as
aforesaid.



     (b) In order that the corporation may determine the stockholders entitled to consent to
corporate action in writing 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 which date shall not be more than ten (10) days after the date upon
which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder
of record seeking to have the stockholders authorize or take corporate action by written consent
shall, by written notice to the secretary, request the Board of Directors to fix a record date.
The Board of Directors shall promptly, but in all events within ten (10) days after the date of
which such a request is received, adopt a resolution fixing the record date. If no record date has
been fixed by the Board of Directors within ten (10) days of receipt of such request, the record
date for determining the stockholders entitled to consent to corporate action in writing without a
meeting, when no prior action by the board of directors is required by



4









 




applicable law, 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 delivery to its registered office
in the State of Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of stockholders’ meetings are recorded,
to the attention of the secretary of the corporation. Delivery 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 applicable law, 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 date on which the Board of Directors adopts the resolution
taking such prior action.




     (c) In the event of the delivery, in the manner provided by Section 2.14(b), to the
corporation of the requisite written consent or consents to take corporate action and/or any
related revocation or revocations, the corporation shall engage independent inspectors of elections
for the purpose of performing promptly a ministerial review of the validity of the consents and
revocations. For the purpose of permitting the inspectors to perform such review, no action by
written consent without a meeting shall be effective until such date as the independent inspectors
certify to the corporation that the consents delivered to the corporation in accordance with
Section 2.14(b) represent at least the minimum number of votes that would be necessary to take the
corporate action. Nothing contained in this Section 2.14(c) shall in any way be construed to
suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest
the validity of any consent or revocation thereof, whether before or after such certification by
the independent inspectors, or to take any other action (including, without limitation, the
commencement, prosecution, or defense of any litigation with respect thereto, and the seeking of
injunctive relief in such litigation).



     (d) Every written consent shall bear the date of signature of each stockholder who signs the
consent and no written consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated written consent received in accordance with
Section 2.14(b), a written consent or consents signed by a sufficient number of holders to take
such action are delivered to the corporation in the manner prescribed in Section 2.14(b). (As
amended October 5, 2000).



     Section 2.15 Nomination of Directors. Only persons who are nominated in accordance
with the procedures set forth in this Section 2.15 shall be eligible for election as directors.
Nominations of persons for election to the Board of Directors of the corporation may be made at a
meeting of stockholders by or at the direction of the Board of Directors, by any nominating
committee or person appointed by the Board of Directors or by any stockholder of the corporation
entitled to vote for the election of directors at the meeting who complies with the notice
procedures set forth in this Section 2.15. Such nominations, other than those made by or at the
direction of the Board of Directors, shall be made pursuant to timely notice in writing to the
secretary of the corporation. To be timely, a stockholder’s notice shall be delivered or mailed
and received at the principal executive offices of the corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that in the event that less than 70 days’
notice or prior public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not later than the close of business on



5









 




the 10th day following the day on which such notice of the date of the meeting was mailed or such
public disclosure was made. Such stockholder’s notice shall set forth (a) as to each person whom
the stockholder proposes to nominate for election or re-election as a director, (i) the name, age,
business address and residence address of such person, (ii) the principal occupation or employment
of such person, (iii) the class and number of shares of the corporation which are beneficially
owned by such person and (iv) any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including
without limitation such person’s written consent to being named in the proxy statement as a nominee
and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the
name and record address of such stockholder and (ii) the class and number of shares of the
corporation which are beneficially owned by such stockholder. No person shall be eligible for
election as a director of the corporation unless nominated in accordance with the procedures set
forth in this Section 2.15. The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the procedures prescribed
by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded. (As amended October 5, 2000).




ARTICLE III




BOARD OF DIRECTORS




     Section 3.1 Powers. The property and business of the corporation shall be managed by
or under the direction of its Board of Directors, which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.



     Section 3.2 Number, Selection and Term. The number of directors which shall
constitute the whole Board shall from time to time be fixed and determined by resolution adopted by
the Board of Directors. The number to be elected at any meeting of stockholders shall be set forth
in the notice of any meeting of stockholders held for such purpose. The directors shall be elected
at the annual meeting of stockholders, except as provided in Section 3.3, and each director elected
shall hold office until his successor shall be elected and shall qualify, or until his earlier
death, resignation, retirement, disqualification or removal. Directors need not be residents of
Delaware or stockholders of the corporation.



     Section 3.3 Vacancies, Additional Directors and Removal From Office. If any vacancy
occurs in the Board of Directors caused by the death, resignation, retirement, disqualification or
removal from office of any director, or otherwise, or if any new directorship is created by an
increase in the authorized number of directors, a majority of the directors then in office, though
less than a quorum, or a sole remaining director, may choose a successor to fill such vacancy or
the newly created directorship; and a director so chosen shall hold office until the term of the
director whose vacancy is filled expires and until his successor shall be duly elected and shall
qualify, or until his earlier death, resignation, retirement, disqualification or removal, or until
the



6









 




next annual meeting of stockholders, whichever shall first occur. Any director may be removed,
with or without cause, by the holders of a majority of the shares then entitled to vote for an
election of directors at any special meeting of stockholders duly called and held for such purpose.




     Section 3.4 Resignation. Any director may resign at any time by written notice to
the corporation. Any such resignation shall take effect at the date of receipt of such notice or
at any other time specified therein, and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective. Any director who does not, for any
reason whatsoever, stand for election at any meeting of stockholders called for such purpose shall
be conclusively deemed to have resigned, effective as of the date of such meeting, for the purposes
of these Bylaws, and the corporation need not receive any written notice to evidence such
resignation.



     Section 3.5 Meetings of the Board. The directors of the corporation may hold their
meetings, both regular and special, either within or without the State of Delaware.



     Section 3.6 Regular Meetings. A regular meeting of each newly elected board shall be
held immediately following the annual meeting of stockholders, and no notice of such meeting shall
be necessary to the newly elected directors in order legally to constitute the meeting provided a
quorum shall be present. Other regular meetings of the board may be held without notice at such
time and place as the Board of Directors may provide by resolution.



     Section 3.7 Special Meetings. A special meeting of the Board of Directors may be
called by the Chairman of the Board or by the President. The Chairman or President so calling any
such meeting shall fix the time and any place, either within or without the State of Delaware, as
the place for holding such meeting.



     Section 3.8 Notice of Special Meeting. Written notice of special meetings of the
Board of Directors shall be given to each director at least forty-eight (48) hours prior to the
time of such meeting. Any director may waive notice of any meeting. The attendance of a director
at any meeting shall constitute a waiver of notice of such meeting, except where a director attends
a meeting solely for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver
of notice of such meeting, except that notice shall be given with respect to any matter to be acted
upon at such special meeting where notice is required by statute.



     Section 3.9 Quorum. A majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, and the act of a majority
of the directors present at any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, a majority of the directors present thereat, though less than a quorum, may adjourn the
meeting from time to time, without notice other than announcement at the meeting, until a quorum
shall be present.



7









 





     Section 3.10 Action Without Meeting. Unless otherwise restricted by the Certificate
of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors, or of any committee thereof as provided in Article IV of these Bylaws, may
be taken without a meeting, if a written consent thereto is signed by all members of the Board or
of such committee, as the case may be, and such written consent is filed with the minutes of
proceedings of the Board or committee.



     Section 3.11 Compensation. Directors, as such, shall not be entitled to any stated
salary for their services unless voted by the stockholders or the Board of Directors; but by
resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be
allowed for attendance at each regular or special meeting of the Board of Directors or any meeting
of a committee or directors. No provision of these Bylaws shall be construed to preclude any
director from serving the corporation in any other capacity and receiving compensation therefor.



ARTICLE IV




COMMITTEE OF DIRECTORS




     Section 4.1 Designations, Powers and Name. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, including, if they shall
so determine, an Executive Committee, each such committee to consist of two or more of the
directors of the corporation. The committee shall have and may exercise such of the powers of the
Board of Directors in the management of the business and affairs of the corporation as may be
provided in such resolution; provided, however, that no such committee shall have the power or
authority in reference to amending the Certificate of Incorporation (except that a committee may,
to the extent authorized in the resolution or resolutions providing for the issuance of shares of
stock adopted by the Board of Directors, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of the corporation or
the conversion into, or the exchange of such shares for, shares of any other class or classes or
any other series of the same or any other class or classes of stock in the corporation), adopting
an agreement of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation’s property and assets, recommending to the
stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the
Bylaws of the corporation; and, provided further, that, unless the resolution establishing the
committee expressly so provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. The committee may authorize the seal of the
corporation to be affixed to all papers which may require it. The Board of Directors may designate
one or more directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting. Such committee or committees shall have such name or names as
may be determined from time to time by resolution adopted by the Board of Directors.



     Section 4.2 Minutes. Each committee of directors shall keep regular minutes of its
proceedings and report the same to the Board of Directors when required.



8









 





     Section 4.3 Compensation. Members of special or standing committees may be allowed
compensation for attending committee meetings, if the Board of Directors shall so determine.



ARTICLE V




NOTICE




     Section 5.1 Methods of Giving Notice. Whenever under the provisions of any statute,
the Certificate of Incorporation or these Bylaws notice is required to be given to any director,
member of any committee or stockholder, such notice shall be in writing and delivered personally or
mailed to such director, member or stockholder; provided, however, that in the case of a director
or a member of any committee, such notice, unless required by statute, the Certificate of
Incorporation or these Bylaws to be in writing, may be given orally or by telephone or telegram.
If mailed, notices to a director, member of a committee or stockholder shall be deemed to be given
when deposited in the United States mail first class in a sealed envelope, with postage thereon
prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address
as it appears on the records of the corporation or, in the case of a director or a member of a
committee, to such person at his business address. If sent by telegraph, notice to a director or
member of a committee shall be deemed to be given when the telegram, so addressed, is delivered to
the telegraph company.



     Section 5.2 Written Waiver. Whenever any notice is required to be given under the
provisions of any statute, the Certificate of Incorporation or these Bylaws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.



ARTICLE VI




OFFICERS




     Section 6.1 Officers. The officers of the corporation shall be a president, vice
president, a secretary and a treasurer. The board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the board. Two or more offices
may be held by the same person, except that the offices of president and secretary shall not be
held by the same person. No officer shall execute, acknowledge, verify or countersign any
instrument on behalf of the corporation in more than one capacity, if such instrument is required
by law, by these Bylaws or by any act of the corporation to be executed, acknowledged, verified or
countersigned by two or more officers.



     Section 6.2 Election and Term of Office. The Board of Directors at its first meeting
after each annual meeting of stockholders shall choose a president from its members, and shall
choose one or more vice-presidents, a secretary and a treasurer. None of the officers need be a
director, and none of the officers need be a stockholder of the corporation. The officers of the
corporation shall hold office until their successors are chosen and qualify in their stead.



9









 





     Section 6.3 Removal and Resignation. Any officer or agent elected or appointed by
the Board of Directors may be removed without cause by the affirmative vote of a majority of the
Board of Directors whenever, in its judgment, the best interests of the corporation shall be served
thereby, but such removal shall be without prejudice to the contractual rights, if any, of the
person so removed. Any officer may resign at any time by giving written notice to the corporation.
Any such resignation shall take effect at the date of the receipt of such notice or at any later
time specified therein, and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.



     Section 6.4 Vacancies. Any vacancy occurring in any office of the corporation by
death, resignation, removal or otherwise, may be filled by the Board of Directors for the unexpired
portion of the term.



     Section 6.5 Salaries. The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be
prevented from receiving such salary by reason of his also being a director.



     Section 6.6 President. The president shall be the chief executive officer of the
corporation; he shall preside at all meetings of the stockholders and directors, shall be ex
officio a member of all standing committees, shall have general and active management of the
business of the corporation, and shall see that all orders and resolutions of the board are carried
into effect. He shall execute contracts, sales agreements, licensing and royalty agreements,
bonds, mortgages, deeds of trust, deeds, leases, agreements and instruments necessary or desired in
the transaction of the authorized business of the corporation and, if requiring a seal, under the
seal of the corporation, except where required or permitted by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the corporation.



     Section 6.7 Vice President. The vice presidents in the order of their seniority
shall, in the absence or disability of the president, perform the duties and exercise the powers of
the president, and shall perform such other duties as the Board of Directors shall prescribe.



     Section 6.8 Secretary and Assistant Secretaries. The secretary shall attend all
sessions of the board and all meetings of the stockholders and record all votes and the minutes of
all proceedings in a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall perform such other
duties as may be prescribed by the Board of Directors or president, under whose supervision he
shall be. He shall keep in safe custody the seal of the corporation and, when authorized by the
board, affix the same to any instrument requiring it and, when so fixed, it shall be attested by
his signature or by the signature of the treasurer or an assistant secretary. The assistant
secretaries in order of their seniority shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform such other duties as
the Board of Directors shall prescribe.



10









 





     Section 6.9 Treasurer and Assistant Treasurers. The treasurer shall have the custody
of the corporate funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such depositories as may be designated
by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the
board, taking proper vouchers for such disbursements, and shall render to the president and
directors, at the regular meetings of the board, or whenever they may require it, an account of all
his transactions as treasurer and of the financial condition of the corporation. If required by
the Board of Directors, he shall give the corporation a bond (which shall be renewed every six
years) in such sum and with such surety or sureties as shall be satisfactory to the board for the
faithful performance of the duties of his office and for the restoration to the corporation, in
case of his death, resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his control, belonging to the
corporation. The assistant treasurers in the order of their seniority shall, in the absence or
disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall
perform such other duties as the Board of Directors shall prescribe.



ARTICLE VII




CONTRACTS, CHECKS AND DEPOSITS




     Section 7.1 Contracts. Subject to the provisions of Section 6. 1, the Board of
Directors may authorize any officer, officers, agent or agents to enter into any contract or
execute and deliver any instrument for and in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.



     Section 7.2 Checks, etc. All checks, demands, drafts or other orders for the payment
of money, notes or other evidences of indebtedness issued in the name of the corporation shall be
signed by such officer or officers or such agent or agents of the corporation, and in such manner,
as shall be determined by the Board of Directors.



     Section 7.3 Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks, trust companies or
other depositories as the Board of Directors may select.



ARTICLE VIII




CERTIFICATES OF STOCK




     Section 8.1 Issuance. Shares of stock of the corporation may be certificated or
uncertificated as provided under the General Corporation Law of the State of Delaware. Each
stockholder of this corporation, upon request, shall be entitled to a certificate or certificates
showing the number of shares of stock registered in such stockholder’s name on the books of the
corporation. The certificates shall be in such form as may be determined by the Board of
Directors, shall be issued in numerical order and shall be entered in the books of the corporation
as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed



11









 




by the President or Vice President and by the Secretary or an Assistant Secretary. Any or all of
the signatures on the certificate may be a facsimile. If the corporation shall be authorized to
issue more than one class of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions of such preferences and rights
shall be set forth in full or summarized on the face or back of the certificate which the
corporation shall issue to represent such class or series of stock; provided, however, that except
as otherwise provided by statute, in lieu of the foregoing requirements, there may be set forth on
the face or back of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to each stockholder
who so requests a copy of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. All certificates surrendered to the
corporation for transfer shall be cancelled and no new certificate shall be issued or
uncertificated shares registered until the former certificate for a like number of shares shall
have been surrendered and cancelled, except that in the case of a lost, stolen, destroyed or
mutilated certificate a new certificate may be issued or uncertificated shares registered therefor
upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may
prescribe. Certificates shall not be issued and uncertificated shares shall not be registered
representing fractional shares of stock. If any stock certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf of the corporation
and a registrar, the signature of any such officer may be facsimile. Except as otherwise provided
by law, the rights and obligations of holders of uncertificated shares and the rights and
obligations of the holders of certificated shares of the same class and series shall be identical.
(As amended November 28, 2007).




     Section 8.2 Lost Certificates. The corporation may issue a new certificate or
certificates or may register uncertificated shares in place of any certificate or certificates
heretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate of stock to be lost,
stolen or destroyed. When authorizing such issue of a new certificate or certificates or the
registration of uncertificated shares, the corporation may, in its discretion and as a condition
precedent to the issuance or registration thereof, require the owner of such lost, stolen or
destroyed certificates, or his legal representative, to advertise the same in such manner as it
shall require or to give the corporation a bond sufficient to indemnify it against any claim that
may be made against the corporation with respect to the certificate or certificates alleged to have
been lost, stolen or destroyed or the issuance of such new certificate or registration of
uncertificated shares. (as Amended November 28, 2007).



     Section 8.3 Transfers. Transfer of shares shall be made only on the books of the
corporation by the registered holder thereof, or by such holder’s attorney thereunto authorized by
power of attorney and filed with the Secretary of the corporation or the transfer agent. If such
shares are certificated, upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the corporation to issue a new
certificate or register uncertificated shares to the person entitled thereto, cancel the old
certificate



12









 




and record the transaction upon its books. Upon the receipt of proper transfer instructions of
uncertificated shares by the holders thereof in person or by their duly authorized attorney, such
uncertificated shares shall be cancelled, issuance of new equivalent certificated shares or
registration of uncertificated shares shall be made to the stockholder entitled thereto and the
transaction shall be recorded on the books of the corporation. (As amended November 28, 2007).




     Section 8.4 Registered Stockholders. The corporation shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in such share or shares
on the part of any other person, whether or not it shall have express or other notice thereof,
except as otherwise provided by the laws of the State of Delaware.



ARTICLE IX




DIVIDENDS




     Section 9.1 Declaration. Dividends upon the capital stock of the corporation,
subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board
of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in
property or in shares of capital stock, subject to the provisions of the Certificate of
Incorporation.



     Section 9.2 Reserve. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the Board of Directors
from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet
contingencies or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the Board of Directors shall think conducive to the
interests of the corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.



ARTICLE X




INDEMNIFICATION

(As amended May 15, 1986)




     Section 10.1 Indemnification of Directors, Officers and Employees. The corporation
shall indemnify to the full extent authorized by law any person who may be or is involved, as a
party or otherwise, in an action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that he, his testator or intestate is or was a director,
officer or employee of the corporation or any predecessor of the corporation or serves or served
any other enterprise as a director, officer or employee at the request of the corporation or any
predecessor of the corporation. In addition to the foregoing, the corporation shall, upon request
of any such person described above and to the fullest extent permitted by law, pay or reimburse the
reasonable expenses incurred by such person in any action, suit, or proceeding described above in
advance of the final disposition of such action, suit, or proceeding.



13









 





     Section 10.2 Insurance. The corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, trustee, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director,
trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against any liability asserted against such person and incurred by such person in
any such capacity or arising out of such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such liability.



ARTICLE XI




MISCELLANEOUS




     Section 11.1 Fiscal Year. The fiscal year of the corporation shall be fixed by the
resolution of the Board of Directors.



     Section 11.2 Books. The books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at the offices of the
corporation at Midland, Texas, or at such other place or places as may be designated from time to
time by the Board of Directors.



     Section 11.3 Annual Statement. The Board of Directors shall present at each annual
meeting and when called for by vote of the stockholders at any special meeting of the stockholders,
a full and clear statement of the business and conditions of the corporation.



     Section 11.4 Seal. The corporate seal shall have ascribed thereon the name of the
corporation, and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or otherwise reproduced.



ARTICLE XII




AMENDMENT




     These Bylaws may be altered, amended or repealed at any regular or special meeting of the
Board of Directors, without prior notice, by resolution adopted thereat.




14