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S-1/A - S-1/A - Glori Energy Inc. | h84810a3sv1za.htm |
EX-4.7 - EX-4.7 - Glori Energy Inc. | h84810a3exv4w7.htm |
EX-4.8 - EX-4.8 - Glori Energy Inc. | h84810a3exv4w8.htm |
EX-3.2 - EX-3.2 - Glori Energy Inc. | h84810a3exv3w2.htm |
EX-4.3 - EX-4.3 - Glori Energy Inc. | h84810a3exv4w3.htm |
EX-3.4 - EX-3.4 - Glori Energy Inc. | h84810a3exv3w4.htm |
EX-3.5 - EX-3.5 - Glori Energy Inc. | h84810a3exv3w5.htm |
EX-3.1 - EX-3.1 - Glori Energy Inc. | h84810a3exv3w1.htm |
EX-4.9 - EX-4.9 - Glori Energy Inc. | h84810a3exv4w9.htm |
EX-4.2 - EX-4.2 - Glori Energy Inc. | h84810a3exv4w2.htm |
EX-23.1 - EX-23.1 - Glori Energy Inc. | h84810a3exv23w1.htm |
EX-23.2 - EX-23.2 - Glori Energy Inc. | h84810a3exv23w2.htm |
EX-10.6 - EX-10.6 - Glori Energy Inc. | h84810a3exv10w6.htm |
Exhibit 3.3
BY-LAWS
OF
GLORI OIL LIMITED
ARTICLE I
Stockholders
1. Annual Meeting. The annual meeting of stockholders shall be held at the place,
date and time determined by the Board of Directors. The purposes for which the annual meeting is
to be held, in addition to those prescribed by law, by the Certificate of Incorporation or by these
By-laws, may be specified by the Board of Directors or the President or Chairman. If no annual
meeting has been held on the date as determined above, a special meeting in lieu thereof may be
held or there may be action by written consent of the stockholders on matters to be voted on at the
annual meeting, and such special meeting or written consent shall have for the purposes of these
By-Laws or otherwise all the force and effect of an annual meeting.
2. Special Meetings. Special meetings of stockholders may be called by the President
or Chairman or by the Board of Directors. Special meetings shall be called by the Secretary, or in
case of death, absence, incapacity or refusal of the Secretary, by any other officer, upon written
application of one or more stockholders who hold at least twenty-five percent in interest of the
capital stock entitled to vote at such meeting. The call for the meeting shall state the place,
date, hour and purposes of the meeting. Only the purposes specified in the notice of special
meeting shall be considered or dealt with at such special meeting.
3. Notice of Meetings. A written notice stating the place, date and hour of all
meetings of stockholders, and in the case of special meetings, the purposes of the meeting shall be
given by the Secretary (or other person authorized by these By-Laws or by law) not less than ten
nor more than sixty days before the meeting to each stockholder entitled to vote thereat and to
each stockholder who, under the Certificate of Incorporation or under these By-laws is entitled to
such notice, by delivering such notice to him or by mailing it, postage prepaid, and addressed to
such stockholder at his address as it appears in the records of the corporation. Notice need not
be given to a stockholder if a written waiver of notice is executed before or after the meeting by
such stockholder, if communication with such stockholder is unlawful, or if such stockholder
attends the meeting in question, unless such attendance was for the express purpose of objecting,
at the beginning of the meeting, to the transaction of any business because the meeting was
not lawfully called or convened. If a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place are announced at the meeting at which
the adjournment is taken, except that if the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the meeting.
4. Quorum. The holders of a majority in interest of all stock issued, outstanding and
entitled to vote at a meeting shall constitute a quorum. Any meeting may be adjourned from time
to
time by a majority of the votes properly cast upon the question, whether or not a quorum is
present. The stockholders present at a duly constituted meeting may continue to transact business
until adjournment notwithstanding the withdrawal of enough stockholders to reduce the voting shares
below a quorum.
5. Voting and Proxies. Stockholders shall have one vote for each share of stock
entitled to vote owned by them of record according to the books of the corporation unless otherwise
provided by law or by the Certificate of Incorporation. Stockholders may vote either in person or
by written proxy or express directly or by written proxy their consent or dissent to a corporate
action taken without a meeting, but no proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period or is irrevocable and coupled with an
interest. Proxies shall be filed with the Secretary of the meeting, or of any adjournment thereof.
Except as otherwise limited therein, proxies shall entitle the persons authorized thereby to vote
at any adjournment of such meeting.
6. Action at Meeting. When a quorum is present, any matter before the meeting shall
be decided by vote of the holders of a majority of the shares of stock voting on such matter except
where a larger vote is required by law, by the Certificate of Incorporation or by these Bylaws.
Any election by stockholders shall be determined by a plurality of the votes cast, except where a
larger vote is required by law, by the Certificate of Incorporation or by these By-laws. The
corporation shall not directly or indirectly vote any share of its own stock; provided, however,
that the corporation may vote shares which it holds in a fiduciary capacity to the extent permitted
by law.
7. Action without a Meeting. Any action required or permitted by law to 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 or consents in writing, setting forth the action so taken, shall
be signed by the holders 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 and shall be delivered to the corporation by delivery to its
registered office, by hand or by certified mail, return receipt requested or to the corporations
principal place of business or to the officer of the corporation having custody of the minute book.
Every written consent shall bear the date of signature and no written consent shall be effective
unless, within sixty days of the earliest dated consent delivered pursuant to these By-laws,
written consents signed by a sufficient number of stockholders entitled to take action are
delivered to the corporation in the manner set forth in these By-laws. 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.
8. Stockholder Lists. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten 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 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
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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.
ARTICLE II
Directors
1. Powers. The business of the corporation shall be managed by or under the direction
of a Board of Directors who may exercise all the powers of the corporation except as otherwise
provided by law, by the Certificate of Incorporation or by these By-laws. In the event of a
vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law,
may exercise the powers of the full Board until the vacancy is filled.
2. Election and Qualification. Unless otherwise provided in the Certificate of
Incorporation or in these By-laws, the number of Directors which shall constitute the whole board
shall be determined by vote of the Board of Directors or by the stockholders at the annual meeting.
Directors need not be stockholders.
3. Vacancies; Reduction of Board. A majority of the Directors then in office,
although less than a quorum, or a sole remaining Director, may fill vacancies in the Board of
Directors occurring for any reason and newly created directorships resulting from any increase in
the authorized number of Directors. In lieu of filling any vacancy the stockholders or the Board
of Directors may reduce the number of Directors.
4. Enlargement of the Board. The Board of Directors may be enlarged by the
stockholders at any meeting or by vote of a majority of the Directors then in office.
5. Tenure. Except as otherwise provided by law, by the Certificate of Incorporation
or by these By-laws, Directors shall hold office until their successors are elected and qualified
or until their earlier resignation or removal. Any Director may resign by delivering his written
resignation to the corporation. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other event.
6. Removal. To the extent permitted by law, a Director may be removed from office
with or without cause by vote of the holders of a majority of the shares of stock entitled to vote
in the election of Directors. A Director may be removed for cause only after reasonable notice and
opportunity to be heard before the body proposing to remove him.
7. Meetings. Regular meetings of the Board of Directors may be held without notice at
such time, date and place as the Board of Directors may from time to time determine. Special
meetings of the Board of Directors may be called, orally or in writing, by the President,
Chairman, Treasurer or one or more Directors, designating the time, date and place thereof.
Directors may participate in meetings of the Board of Directors by means of conference telephone or
similar communications equipment by means of which all Directors participating in the meeting can
hear each other, and participation in a meeting in accordance herewith shall constitute presence in
person at such meeting.
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8. Notice of Meetings. Notice of the time, date and place of all special meetings of
the Board of Directors shall be given to each Director by the Secretary, or Assistant Secretary, or
in case of the death, absence, incapacity or refusal of such persons, by the officer or one of the
Directors calling the meeting. Notice shall be given to each Director in person or by telephone or
by telegram sent to his business or home address at least twenty-four hours in advance of the
meeting, or by written notice mailed to his business or home address at least forty-eight hours in
advance of the meeting. Notice need not be given to any Director if a written waiver of notice is
executed by him before or after the meeting, or if communication with such Director is unlawful. A
notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of
the meeting.
9. Quorum. At any meeting of the Board of Directors, a majority of the Directors then
in office shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time
and the meeting may be held as adjourned without further notice.
10. Action at Meeting. At any meeting of the Board of Directors at which a quorum is
present, a majority of the Directors present may take any action on behalf of the Board of
Directors, unless a larger number is required by law, by the Certificate of Incorporation or by
these By-laws.
11. Action by Consent. Any action required or permitted to be taken at any meeting of
the Board of Directors may be taken without a meeting if a written consent thereto is signed by all
the Directors and filed with the records of the meetings of the Board of Directors. Such consent
shall be treated as a vote of the Board of Directors for all purposes.
12. Committees. The Board of Directors, by vote of a majority of the Directors then
in office, may establish one or more committees, each committee to consist of one or more
Directors, and may delegate thereto some or all of its powers except those which by law, by the
Certificate of Incorporation, or by these By-laws may not be delegated. Except as the Board of
Directors may otherwise determine, any such committee may make rules for the conduct of its
business, but in the absence of such rules its business shall be conducted so far as possible in
the same manner as is provided in these By-laws for the Board of Directors. All members of such
committees shall hold their committee offices at the pleasure of the Board of Directors, and the
Board may abolish any committee at any time. Each such committee shall report its action to the
Board of Directors who shall have power to rescind any action of any committee without retroactive
effect.
ARTICLE III
Officers
1. Enumeration. The officers of the corporation shall consist of a Chairman, a
President, a Treasurer, a Secretary, and such other officers, including one or more Vice Chairmen,
Vice Presidents, Assistant Treasurers and Assistant Secretaries, as the Board of Directors may
determine.
2. Election. The Chairman, President, Treasurer and Secretary shall be elected
annually by the Board of Directors at their first meeting following the annual meeting of
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stockholders. Other officers may be chosen by the Board of Directors at such meeting or at any
other meeting.
3. Qualification. No officer need be a stockholder or Director. Any two or more
offices may be held by the same person. Any officer may be required by the Board of Directors to
give bond for the faithful performance of his duties in such amount and with such sureties as the
Board of Directors may determine.
4. Tenure. Except as otherwise provided by the Certificate of Incorporation or by
these By-laws, each of the officers of the corporation shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. Any officer may resign by
delivering his written resignation to the corporation, and such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the happening of some
other event.
5. Removal. The Board of Directors may remove any officer with or without cause by a
vote of a majority of the entire number of Directors then in office; provided, that an officer may
be removed for cause only after reasonable notice and opportunity to be heard by the Board of
Directors.
6. Vacancies. Any vacancy in any office may be filled for the unexpired portion of
the term by the Board of Directors.
7. Chairman of the Board and Vice Chairman. The Chairman of the Board shall have
general supervision and control of the corporations business and affairs, subject to the direction
of the Board of Directors. Unless otherwise provided by the Board of Directors, the Chairman shall
preside, when present, at all meetings of the stockholders and the Board of Directors.
Any Vice Chairman of the Board shall have such powers and shall perform such duties as the
Board of Directors may from time to time designate.
8. President and Vice Presidents. The President shall have general charge of the
corporations business operations, subject to the direction of the Board of Directors. The Board
of Directors shall have the authority to appoint a temporary presiding officer to serve at any
meeting of the stockholders or Board of Directors if the Chairman is unable to do so for any
reason.
Any Vice President shall have such powers and shall perform such duties as the Board of
Directors may from time to time designate.
9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the direction
of the Board of Directors, have general charge of the financial affairs of the corporation and
shall cause to be kept accurate books of account. He shall have custody of all funds, securities,
and valuable documents of the corporation, except as the Board of Directors may otherwise provide.
Any Assistant Treasurer shall have such powers and perform such duties as the Board of
Directors may from time to time designate.
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10. Secretary and Assistant Secretaries. The Secretary shall record the proceedings
of all meetings of the stockholders and the Board of Directors in books kept for that purpose. In
his absence from any such meeting an Assistant Secretary, or if he is absent, a temporary secretary
chosen at the meeting, shall record the proceedings thereof.
The Secretary shall have charge of the stock ledger (which may, however, be kept by any
transfer or other agent of the corporation) and shall have such other duties and powers as may be
designated from time to time by the Board of Directors or the President.
Any Assistant Secretary shall have such powers and perform such duties as the Board of
Directors may from time to time designate.
11. Other Powers and Duties. Subject to these By-laws, each officer of the
corporation shall have in addition to the duties and powers specifically set forth in these
By-laws, such duties and powers as are customarily incident to his office, and such duties and
powers as may be designated from time to time by the Board of Directors.
ARTICLE IV
Capital Stock
1. Certificates of Stock. Each stockholder shall be entitled to a certificate of the
capital stock of the corporation in such form as may from time to time be prescribed by the Board
of Directors. Such certificate shall be signed by the Chairman, Vice Chairman, President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. Such signatures may be facsimile. In case any officer, transfer agent or registrar who
has signed or whose facsimile signature has been placed on such certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it may be issued by
the corporation with the same effect as if he were such officer, transfer agent or registrar at the
time of its issue. Every certificate for shares of stock which are subject to any restriction on
transfer and every certificate issued when the corporation is authorized to issue more than one
class or series of stock shall contain such legend with respect thereto as is required by law. The
corporation shall be permitted to issue fractional shares.
2. Transfers. Subject to any restrictions on transfer, shares of stock may be
transferred on the books of the corporation by the surrender to the corporation or its transfer
agent of the certificate therefor properly endorsed or accompanied by a written assignment or power
of attorney properly executed, with transfer stamps (if necessary) affixed, and with such proof of
the authenticity of signature as the corporation or its transfer agent may reasonably require.
3. Record Holders. Except as may otherwise be required by law, by the Certificate of
Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of
stock as shown on its books as the owner of such stock for all purposes, including the payment of
dividends and the right to vote with respect thereto, regardless of any transfer, pledge or other
disposition of such stock, until the shares have been transferred on the books of the corporation
in accordance with the requirements of these By-laws.
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It shall be the duty of each stockholder to notify the corporation of his, her or its post
office address.
4. Record Date. 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 to consent to
corporate action in writing without a meeting, 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 precede the date on which it is
established, and which shall not be more than sixty nor less than ten days before the date of such
meeting, more than ten days after the date on which the record date for stockholder consent without
a meeting is established, nor more than sixty days prior to any other action. In such case only
stockholders of record on such record date shall be so entitled notwithstanding any transfer of
stock on the books of the corporation after the record date.
If no record date is fixed, (a) the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held, (b) the record date for determining
stockholders entitled to consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, 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 this state, to its principal place of business, or to an
officer or agent of the corporation having custody of the book in which proceedings of meetings of
stockholders are recorded, and (c) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the Board of Directors adopts the
resolution relating thereto.
5. Replacement of Certificates. In case of the alleged loss, destruction or
mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon
such terms as the Board of Directors may prescribe.
ARTICLE V
Indemnification
1. Indemnification of Directors and Officers. The corporation shall indemnify, to the
fullest extent permitted by the General Corporation Law of the State of Delaware any person who was
or is a party or is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative or otherwise, and whether by or in the right of the corporation,
its stockholders, a third party or otherwise (a Proceeding), by reason of the fact that he is or
was a Director or officer of the corporation, or is or was a Director or officer of the corporation
serving at its request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against all expense (including, but not
limited to, attorneys fees), liability, loss, judgments, fines, excise taxes, penalties and
amounts paid in settlement actually and reasonably incurred by him in connection with such
Proceeding, including expenses incurred in seeking such indemnification. In addition, the
corporation shall grant such indemnification to each of its
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Directors and officers with respect to
any matter in a Proceeding as to which his liability is limited pursuant to Section 9 of the
Certificate of Incorporation of the corporation. However, such indemnification shall exclude (i)
indemnification with respect to any improper personal benefit which a Director or officer is
determined to have received and of the expenses of defending against an improper personal benefit
claim unless the Director or officer is successful on the merits in said defense, and (ii)
indemnification of present or former officers, directors, employees or agents of a constituent
corporation absorbed in a merger or consolidation transaction with this corporation with respect to
their activities prior to said transaction, unless specifically authorized by the Board of
Directors or stockholders of this corporation. Such indemnification shall include prompt payment
of expenses incurred by a Director or officer in defending a Proceeding in advance of the final
disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Director or
officer to repay such amounts if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation under this Article V, which undertaking shall be an unsecured
general obligation of the Director or officer and may be accepted without regard to his ability to
make repayment.
2. Indemnification of Employees and Agents. The corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to indemnification and to an
advancement of expenses, pursuant to the provisions of this Article V, to any person who was or is
a party or is threatened to be made a party to or is otherwise involved in any Proceeding by reason
of the fact that he is or was an employee or agent of the corporation or is or was serving at the
request of the corporation, as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.
3. Nature of Indemnification Rights. The indemnification rights provided in this
Article V shall be a contract right and shall not be deemed exclusive of any other rights to which
any person, whether or not entitled to be indemnified hereunder, may be entitled under any statute,
by-law, agreement, vote of stockholders or Directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Director, officer, employee or agent and inure to
the benefit of the heirs, executors and administrators of such a person. A Director or officer
shall be entitled to the benefit of any amendment of the Delaware General Corporation Law which
enlarges indemnification rights hereunder, but any such amendment which adversely affects
indemnification rights with respect to prior activities shall not apply to him without his consent
unless otherwise required by law. Each person who is or becomes a Director or officer of the
corporation shall be deemed to have served or to have continued to serve in such capacity in
reliance upon the indemnity provided for in this Article V.
4. Amendment. The provisions of this Article may be amended as provided in Article
VI; however, no amendment or repeal of such provisions which adversely affects the rights of a
Director or officer under this Article V with respect to his acts or omissions prior to such
amendment or repeal, shall apply to him without his consent.
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ARTICLE VI
Miscellaneous Provisions
1. Fiscal Year. Except as otherwise determined by the Board of Directors, the fiscal
year of the corporation shall end on December 31st of each year.
2. Seal. The Board of Directors shall have power to adopt and alter the seal of the
corporation.
3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes
and other obligations authorized to be executed by an officer of the corporation in its behalf
shall be signed by the Chairman, President or Treasurer, or by any other officer of the corporation
designated by the Board of Directors, except as the Board of Directors may generally or in
particular cases otherwise determine.
4. Voting of Securities. Unless otherwise provided by the Board of Directors, the
Chairman or President or Treasurer may waive notice of and act on behalf of this corporation, or
appoint another person or persons to act as proxy or attorney in fact for this corporation with or
without discretionary power and/or power of substitution, at any meeting of stockholders or
shareholders of any other corporation or organization, any of whose securities are held by this
corporation.
5. Resident Agent. The Board of Directors may appoint a resident agent upon whom
legal process may be served in any action or proceeding against the corporation.
6. Corporate Records. The original or attested copies of the Certificate of
Incorporation, By-laws and records of all meetings of the incorporators, stockholders and the Board
of Directors and the stock and transfer records, which shall contain the names of all stockholders,
their record addresses and the amount of stock held by each, shall be kept at the principal office
of the corporation, at the office of its counsel, or at an office of its transfer agent.
7. Certificate of Incorporation. All references in these By-laws to the Certificate
of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation,
as amended and in effect from time to time.
8. Amendments. These By-laws may be amended or repealed or additional By-laws adopted
by the stockholders or by the Board of Directors; provided, that (a) the Board of Directors may not
amend or repeal Article V or this Section 8 of Article VI or any provision of these By-laws which
by law, by the Certificate of Incorporation or by these By-laws requires action by the
stockholders, (b) any amendment or repeal of these By-laws by the Board of Directors and any By-law
adopted by the Board of Directors may be amended or repealed by the stockholders.
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