Attached files
Exhibit 3.3
BY-LAWS
OF
MASSEY EXPLORATION CORP.
(A DELAWARE CORPORATION)
ARTICLE 1
OFFICES
1.1 Registered Office: The registered office shall be established and maintained
at the location specified in the Certificate of Incorporation and thereafter as
the Board of Directors may from time to time determine. The registered agent of
the Corporation in charge hereof shall be the agent specified in the Certificate
of Incorporation and thereafter as the Board of Directors may from time to time
determine.
1.2 Other Offices: The corporation may have other offices, either within or
outside the State of Delaware, at such place or places as the Board of Directors
may from time to time appoint or the business of the corporation may require.
ARTICLE 2
STOCKHOLDERS
2.1 Place of Stockholders' Meetings: All meetings of the stockholders of the
corporation shall be held at such place or places, within or outside the State
of Delaware as may be fixed by the Board of Directors from time to time or as
shall be specified in the respective notices thereof.
2.2 Date and Hour of Annual Meetings of Stockholders: An annual meeting of
stockholders shall be held each year within six months after the close of the
fiscal year of the Corporation.
2.3 Purpose of Annual Meetings: At each annual meeting, the stockholders shall
elect the members of the Board of Directors for the succeeding year. At any such
annual meeting any further proper business may be transacted.
2.4 Special Meetings of Stockholders: Special meetings of the stockholders or of
any class or series thereof entitled to vote may be called by the President or
by the Chairman of the Board of Directors, or at the request in writing by
stockholders of record owning at least twenty (20%) percent of the issued and
outstanding voting shares of common stock of the corporation.
2.5 Notice of Meetings of Stockholders: Except as otherwise expressly required
or permitted by law, not less than ten days nor more than sixty days before the
date of every stockholders' meeting the Secretary shall give to each stockholder
of record entitled to vote at such meeting, written notice, served personally by
mail or by telegram, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called. Such notice, if mailed shall be deemed to be given when deposited in the
United States mail, postage prepaid, directed to the stockholder at his address
for notices to such stockholder as it appears on the records of the corporation.
2.6 Quorum of Stockholders:
(a) Unless otherwise provided by the Certificate of Incorporation or by
law, at any meeting of the stockholders, the presence in person or by
proxy of at least one third of the shares entitled to vote at the
meeting shall constitute a quorum. The withdrawal of any shareholder
after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such
meeting.
(b) At any meeting of the stockholders at which a quorum shall be present,
a majority of voting stockholders, present in person or by proxy, may
adjourn the meeting from time to time without notice other than
announcement at the meeting. In the absence of a quorum, the officer
presiding thereat shall have power to adjourn the meeting from time to
time until a quorum shall be present. Notice of any adjourned meeting,
other than announcement at the meeting, shall not be required to be
given except as provided in paragraph (d) below and except where
expressly required by law.
(c) At any adjourned session at which a quorum shall be present, any
business may be transacted which might have been transacted at the
meeting originally called but only those stockholders entitled to vote
at the meeting as originally noticed shall be entitled to vote at any
adjournment or adjournments thereof, unless a new record date is fixed
by the Board of Directors.
(d) If an adjournment is for more than thirty 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.
2.7 Chairman and Secretary of Meeting: The President shall preside at meetings
of the stockholders. The Secretary shall act as secretary of the meeting or if
he is not present, then the presiding officer may appoint a person to act as
secretary of the meeting.
2.8 Voting by Stockholders: Except as may be otherwise provided by the
Certificate of Incorporation or these by-laws, at every meeting of the
stockholders each stockholder shall be entitled to one vote for each share of
voting stock standing in his name on the books of the corporation on the record
date for the meeting. Except as otherwise provided by these by-laws, all
elections and questions shall be decided by the vote of a majority in interest
of the stockholders present in person or represented by proxy and entitled to
vote at the meeting.
2.9 Proxies: Any stockholder entitled to vote at any meeting of stockholders may
vote either in person or by proxy. Every proxy shall be in writing, subscribed
by the stockholder or his duly authorized attorney-in-fact, but need not be
dated, sealed, witnessed or acknowledged.
2.10 List of Stockholders:
(a) At least ten days before every meeting of stockholders, the Secretary
shall prepare and make 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.
(b) During ordinary business hours, for a period of at least ten days
prior to the meeting, such list shall be open to examination by any
stockholder for any purpose germane 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.
(c) The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and it may be inspected
by any stockholder who is present.
(d) 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 2.10 or the books of the corporation, or to vote in
person or by proxy at any meeting of stockholders.
2.11 Procedure at Stockholders' Meetings: Except as otherwise provided by these
by-laws or any resolutions adopted by the stockholders or Board of Directors,
the order of business and all other matters of procedure at every meeting of
stockholders shall be determined by the presiding officer.
2.12 Action By Consent Without Meeting: Unless otherwise provided by the
Certificate of Incorporation, any action required to be taken at any annual or
special meeting of stockholders, or any action which may be taken at any annual
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or special meeting, 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 outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE 3
DIRECTORS
3.1 Powers of Directors: The property, business and affairs of the corporation
shall be managed by its Board of Directors which may exercise all the powers of
the corporation except such as are by the law of the State of Delaware or the
Certificate of Incorporation or these by-laws required to be exercised or done
by the stockholders.
3.2 Number, Method of Election, Terms of Office of Directors: The number of
directors which shall constitute the Board of Directors shall be a minimum of 1
(one) and a maximum of 8 (eight) unless and until otherwise determined by a vote
of a majority of the entire Board of Directors. Within the limits above
specified, the number of directors shall be determined from time to time by
resolution of the Board of Directors or by the stockholders at the annual
meeting. Each Director shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified, provided,
however, that a director may resign at any time. Directors need not be
stockholders.
3.3 Vacancies on Board of Directors; Removal:
(a) Any director may resign his office at any time by delivering his
resignation in writing to the Chairman of the Board or to the
President. It will take effect at the time specified therein or, if no
time is specified, it will be effective at the time of its receipt by
the corporation. The acceptance of a resignation shall not be
necessary to make it effective, unless expressly so provided in the
resignation.
(b) Any vacancy or newly created directorship resulting from any increase
in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office
until the next annual election and until their successors are duly
elected and shall qualify, unless sooner displaced.
(c) Any director may be removed with or without cause at any time by the
majority vote of the stockholders given at a special meeting of the
stockholders called for that purpose.
3.4 Meetings of the Board of Directors:
(a) The Board of Directors may hold their meetings, both regular and
special, either within or outside the State of Delaware.
(b) Regular meetings of the Board of Directors may be held at such time
and place as shall from time to time be determined by resolution of
the Board of Directors. No notice of such regular meetings shall be
required. If the date designated for any regular meeting be a legal
holiday recognized as such in the state of Delaware, then the meeting
shall be held on the next day which is not a legal holiday.
(c) The first meeting of each newly elected Board of Directors shall be
held immediately following the annual meeting of the stockholders for
the election of officers and the transaction of such other business as
may come before it. If such meeting is held at the place of the
stockholders' meeting, no notice thereof shall be required.
(d) Special meetings of the Board of Directors' shall be held whenever
called by direction of the Chairman of the Board or the President or
at the written request of any one director.
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(e) The Secretary shall give notice to each director of any special
meeting of the Board of Directors by mailing the same at least three
days before the meeting or by telegraphing, telexing, or delivering
the same not later than the date before the meeting.
Unless required by law, such notice need not include a statement of the
business to be transacted at, or the purpose of, any such meeting. Any and all
business may be transacted at any meeting of the Board of Directors. No notice
of any adjourned meeting need be given. No notice to or waiver by any director
shall be required with respect to any meeting at which the director is present.
3.5 Quorum and Action: Unless provided otherwise by law or by the Certificate of
Incorporation or these by-laws, a majority of the Directors shall constitute a
quorum for the transaction of business; but if there shall be less than a quorum
at any meeting of the Board of Directors, a majority of those present may
adjourn the meeting from time to time. The vote of a majority of the Directors
present at any meeting at which a quorum is present shall be necessary to
constitute the act of the Board of Directors.
3.6 Presiding Officer and Secretary of the Meeting: The President, or, in his
absence a member of the Board of Directors selected by the members present,
shall preside at meetings of the Board of Directors. The Secretary shall act as
secretary of the meeting, but in his absence the presiding officer may appoint a
secretary of the meeting.
3.7 Action by Consent Without Meeting: Any action required or permitted to be
taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if all members of the Board of Directors or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes or proceedings of the Board of Directors or
committee.
3.8 Action by Telephonic Conference: Members of the Board of Directors, or any
committee designated by such board, may participate in a meeting of such board
or 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 participation in such a meeting shall constitute presence in
person at such meeting.
3.9 Committees: The Board of Directors shall, by resolution or resolutions
passed by a majority of Directors designate one or more committees, each of such
committees to consist of one or more Directors of the Corporation, for such
purposes as the Board of Directors shall determine. 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 of such committee.
3.10 Compensation of Directors: Directors shall receive such reasonable
compensation for their service on the Board of Directors or any committees
thereof, whether in the form of salary or a fixed fee for attendance at
meetings, or both, with expenses, if any, as the Board of Directors may from
time to time determine. Nothing herein contained shall be construed to preclude
any Director from serving in any other capacity and receiving compensation
therefor.
ARTICLE 4
OFFICERS
4.1 Officers, Title, Elections, Terms:
(a) The Board of Directors shall appoint a President and a Secretary and
may from time to time appoint one or more Vice Presidents (to which
title may be added words indicating seniority or function), a
Treasurer and such other officers as the Board of Directors may
determine. The officers shall be elected by the Board of Directors at
its annual meeting following the annual meeting of the stockholders,
to serve at the pleasure of the Board of Directors or otherwise as
shall be specified by the Board of Directors at the time of such
election and until their successors are elected and qualified.
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(b) The Board of Directors may elect or appoint at any time, and from time
to time, additional officers or agents with such duties as it may deem
necessary or desirable. Such additional officers shall serve at the
pleasure of the Board of Directors or otherwise as shall be specified
by the Board of Directors at the time of such election or appointment.
Two or more offices may be held by the same person.
(c) Any vacancy in any office may be filled for the unexpired portion of
the term by the Board of Directors.
(d) Any officer may resign his office at any time. Such resignation shall
be made in writing and shall take effect at the time specified therein
or, if no time has been specified, at the time of its receipt by the
corporation. The acceptance of a resignation shall not be necessary to
make it effective, unless expressly so provided in the resignation.
(e) The salaries of all officers of the corporation shall be fixed by the
Board of Directors.
4.2 Removal of Elected Officers: Any elected officer may be removed at any time,
either with or without cause, by resolution adopted at any regular or special
meeting of the Board of Directors by a majority of the Directors then in office.
4.3 Duties:
(a) President: The President shall be the principal executive officer of
the corporation and, subject to the control of the Board of Directors,
shall supervise and control all the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
stockholders and of the Board of Directors. He shall see that all
orders and resolutions of the Board of Directors are carried into
effect (unless any such order or resolution shall provide otherwise),
and in general shall perform all duties incident to the office of
president and such other duties as may be prescribed by the Board of
Directors from time to time.
(b) Treasurer: If appointed, the Treasurer shall (1) have charge and
custody of and be responsible for all funds and securities of the
Corporation; (2) receive and give receipts for moneys due and payable
to the corporation from any source whatsoever; (3) deposit all such
moneys in the name of the corporation in such banks, trust companies,
or other depositories as shall be selected by resolution of the Board
of Directors; and (4) in general perform all duties incident to the
office of treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. He
shall, if required by the Board of Directors, give a bond for the
faithful discharge of his duties in such sum and with such surety or
sureties as the Board of Directors shall determine.
(c) Secretary: The Secretary shall (1) keep the minutes of the meetings of
the stockholders, the Board of Directors, and all committees, if any,
of which a secretary shall not have been appointed, in one or more
books provided for that purpose; (2) see that all notices are duly
given in accordance with the provisions of these by-laws and as
required by law; (3) be custodian of the corporate records and of the
seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the
corporation under its seal, is duly authorized; (4) keep a register of
the post office address of each stockholder which shall be furnished
to the Secretary by such stockholder; (5) have general charge of stock
transfer books of the Corporation; and (6) in general perform all
duties incident to the office of secretary and such other duties as
from time to time may be assigned to him by the President or by the
Board of Directors.
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ARTICLE 5
CAPITAL STOCK
5.1 Stock Certificates:
(a) Every holder of stock in the corporation shall be entitled to have a
certificate signed by, or in the name of, the corporation by the
President and by the Treasurer or the Secretary, certifying the number
of shares owned by him.
(b) If such certificate is countersigned by a transfer agent other than
the corporation or its employee, or by a registrar other than the
corporation or its employee, the signatures of the officers of the
corporation may be facsimiles, and, if permitted by law, any other
signature may be a facsimile.
(c) In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation
with the same effect as if he were such officer at the date of issue.
(d) Certificates of stock shall be issued in such form not inconsistent
with the Certificate of Incorporation as shall be approved by the
Board of Directors, and shall be numbered and registered in the order
in which they were issued.
(e) All certificates surrendered to the corporation shall be cancelled
with the date of cancellation, and shall be retained by the Secretary,
together with the powers of attorney to transfer and the assignments
of the shares represented by such certificates, for such period of
time as shall be prescribed from time to time by resolution of the
Board of Directors.
5.2 Record Ownership: A record of the name and address of the holder of such
certificate, the number of shares represented thereby and the date of issue
thereof shall be made on the corporation's books. The corporation shall be
entitled to treat the holder of any share 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 any share on the part of any other person, whether or
not it shall have express or other notice thereof, except as required by law.
5.3 Transfer of Record Ownership: Transfers of stock shall be made on the books
of the corporation only by direction of the person named in the certificate or
his attorney, lawfully constituted in writing, and only upon the surrender of
the certificate therefor and a written assignment of the shares evidenced
thereby. Whenever any transfer of stock shall be made for collateral security,
and not absolutely, it shall be so expressed in the entry of the transfer if,
when the certificates are presented to the corporation for transfer, both the
transferor and the transferee request the corporation to do so.
5.4 Lost, Stolen or Destroyed Certificates: Certificates representing shares of
the stock of the corporation shall be issued in place of any certificate alleged
to have been lost, stolen or destroyed in such manner and on such terms and
conditions as the Board of Directors from time to time may authorize.
5.5 Transfer Agent; Registrar; Rules Respecting Certificates: The corporation
may maintain one or more transfer offices or agencies where stock of the
corporation shall be transferable. The corporation may also maintain one or more
registry offices where such stock shall be registered. The Board of Directors
may make such rules and regulations as it may deem expedient concerning the
issue, transfer and registration of stock certificates.
5.6 Fixing Record Date for Determination of Stockholders of Record: The Board of
Directors may fix, in advance, a date as the record date for the purpose of
determining stockholders entitled to notice of, or to vote at, any meeting of
the stockholders or any adjournment thereof, or the stockholders entitled to
receive payment of any dividend or other distribution or the allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock, or to express consent to corporate action in writing
without a meeting, or in order to make a determination of the stockholders for
the purpose of any other lawful action. Such record date in any case shall be
not more than sixty days nor less than ten days before the date of a meeting of
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the stockholders, nor more than sixty days prior to any other action requiring
such determination of the stockholders. A determination of stockholders of
record entitled to notice or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
5.7 Dividends: Subject to the provisions of the Certificate of Incorporation,
the Board of Directors may, out of funds legally available therefor at any
regular or special meeting, declare dividends upon the capital stock of the
corporation as and when they deem expedient. Before declaring any dividend there
may be set apart out of any funds of the corporation available for dividends,
such sum or sums as the Board of Directors from time to time in their discretion
deem proper for working capital or as a reserve fund to meet contingencies or
for equalizing dividends or for such other purposes as the Board of Directors
shall deem conducive to the interests of the corporation.
ARTICLE 6
SECURITIES HELD BY THE CORPORATION
6.1 Voting: Unless the Board of Directors shall otherwise order, the President
or the Secretary shall have full power and authority, on behalf of the
corporation, to attend, act and vote at any meeting of the stockholders of any
corporation in which the corporation may hold stock, and at such meeting to
exercise any or all rights and powers incident to the ownership of such stock,
and to execute on behalf of the corporation a proxy or proxies empowering
another or others to act as aforesaid. The Board of Directors from time to time
may confer like powers upon any other person or persons.
6.2 General Authorization to Transfer Securities Held by the Corporation:
(a) Any of the following officers, to wit: the President and the Secretary
shall be, and they hereby are, authorized and empowered to transfer,
convert, endorse, sell, assign, set over and deliver any and all
shares of stock, bonds, debentures, notes, subscription warrants,
stock purchase warrants, evidence of indebtedness, or other securities
now or hereafter standing in the name of or owned by the corporation,
and to make, execute and deliver, under the seal of the corporation,
any and all written instruments of assignment and transfer necessary
or proper to effectuate the authority hereby conferred.
(b) Whenever there shall be annexed to any instrument of assignment and
transfer executed pursuant to and in accordance with the foregoing
paragraph (a), a certificate of the Secretary of the corporation in
office at the date of such certificate setting forth the provisions of
this Section 6.2 and stating that they are in full force and effect
and setting forth the names of persons who are then officers of the
corporation, then all persons to whom such instrument and annexed
certificate shall thereafter come, shall be entitled, without further
inquiry or investigation and regardless of the date of such
certificate, to assume and to act in reliance upon the assumption that
the shares of stock or other securities named in such instrument were
theretofore duly and properly transferred, endorsed, sold, assigned,
set over and delivered by the corporation, and that with respect to
such securities the authority of these provisions of the by-laws and
of such officers is still in full force and effect.
ARTICLE 7
MISCELLANEOUS
7.1 Signatories: All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
7.2 Seal: The seal of the corporation shall be in such form and shall have such
content as the Board of Directors shall from time to time determine.
7.3 Notice and Waiver of Notice: Whenever any notice of the time, place or
purpose of any meeting of the stockholders, directors or a committee is required
to be given under the law of the State of Delaware, the Certificate of
Incorporation or these by-laws, a waiver thereof in writing, signed by the
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person or persons entitled to such notice, whether before or after the holding
thereof, or actual attendance at the meeting in person or, in the case of any
stockholder, by his attorney-in-fact, shall be deemed equivalent to the giving
of such notice to such persons.
7.4 Indemnity: The corporation shall indemnify its directors, officers and
employees to the fullest extent allowed by law, provided, however, that it shall
be within the discretion of the Board of Directors whether to advance any funds
in advance of disposition of any action, suit or proceeding, and provided
further that nothing in this section 7.4 shall be deemed to obviate the
necessity of the Board of Directors to make any determination that
indemnification of the director, officer or employee is proper under the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b) of Section 145 of the Delaware General Corporation Law.
7.5 Fiscal Year: The fiscal year of the corporation shall be determined by the
Board of Directors from time to time.