Attached files
Exhibit 3.2
BYLAWS
OF
PERKINS OIL & GAS INC
(a Nevada corporation)
(effective May 25, 2012)
ARTICLE I
Stockholders
Section 1.1 Annual Meetings. An annual meeting of stockholders shall be held for
the election of directors at such date, time and place, either within or without
the state of Nevada, as may be designated by resolution of the Board of
Directors from time to time. Any other proper business may be transacted at the
annual meeting.
Section 1.2 Special Meetings. Special meetings of stockholders for any purpose
or purposes may be called at any time by the Board of Directors, or by a
committee of the Board of Directors which has been duly designated by the Board
of Directors and whose powers and authority include the power to call such
meetings, but such special meetings may not be called by any other person or
persons.
Section 1.3 Notice of Meetings. Whenever stockholders are required or permitted
to take any action at a meeting, a written notice of the meeting shall be given
which shall state 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. Unless
otherwise provided by applicable law or the Articles of Incorporation, the
written notice of any meeting shall be given not less than ten (10) nor more
than sixty (60) days before the date of the meeting to each stockholder entitled
to vote at such meeting. If mailed, such notice shall be deemed to be given when
deposited in the mail, postage prepaid, directed to the stockholder at their
address as it appears on the records of the Corporation.
Section 1.4 Adjournments. Any meeting of stockholders, annual or special, may
adjourn from time to time to reconvene at the same or some other place and
notice need not be given of any such adjourned meeting if the time and place
thereof are announced at the meeting at which the adjournment is taken. At the
adjourned meeting the corporation may transact any business which might have
been transacted at the original meeting. 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.
Section 1.5 Quorum. At each meeting of stockholders, except where otherwise
provided by law or the Articles of Incorporation or these Bylaws, the holders of
a majority of the outstanding shares of stock entitled to vote at the meeting,
present in person or by proxy, shall constitute a quorum'. In the absence of a
quorum, the stockholders so present may, by majority vote, adjourn the meeting
from time to time in the manner provided in Section 1.4 of these Bylaws until a
quorum shall attend. Shares of its own stock belonging to the corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors of such other corporation is held, directly or indirectly,
by the corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of any
corporation to vote stock, including but not limited to its own stock, held by
it in a fiduciary capacity.
Section 1.6 Conduct. Meetings of stockholders shall be presided over by the
Chairman of the Board, if any, or in their absence, the president, or in their
absence by a Vice President, or in their absence, by a chairman designated by
the Board of Directors, or their absence, by a chairman chosen at the meeting.
The Secretary shall act as secretary of the meeting, but in their absence the
chairman of the meeting may appoint any person to act as secretary of the
meeting.
Section 1.7 Voting; proxies. Unless otherwise provided by law or the Articles of
Incorporation, each stockholder entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by him which has
voting power upon the matter in question. Each stockholder entitled to vote at a
meeting of stockholders may authorize another person or persons to act for him
by proxy, but no such proxy shall be voted or acted upon after three year after
its date unless the proxy provides for a longer period. A duly executed proxy
shall be irrevocable if it states that it is irrevocable and if, and only as
long as, it is coupled with an interest sufficient in law to support an
irrevocable power. A stockholder may revoke any proxy which is not irrevocable
by attending the meeting and voting in person or by filing an instrument in
writing revoking the proxy or another duly executed proxy bearing a later date
with the Secretary of the Corporation. Unless otherwise required by law, voting
at meetings of-stockholders need not be by written ballot and need not be
conducted by inspectors unless the board of directors or holders of a majority
of the outstanding shares of all classes of stock entitled to vote thereon
present in person or by proxy at such meeting shall so determine. At all
meetings of stockholders for the election of directors a plurality of the votes
cast shall be sufficient to elect. All other elections and questions shall,
unless otherwise provided by law or by the Articles of lncorporation or these
Bylaws, be decided by the vote of the holders of a majority of the outstanding
shares of stock entitled to vote thereon present in person or by proxy at the
meeting'
Section 1.8 Fixing Date for Determination of Stockholders of Record.
(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 precede the date such record date is fixed and shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting, nor more than
sixty (60) days prior to anv other action. If no record date is fixed, 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. The record date for any other
purpose other than stockholder action by written consent shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
(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 (10) days after the date on 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 the date
on which such a request is received, 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 required by
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 Nevada, its
principal place of business, or any officer or agent of the Corporation having
custodv of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by 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.
Section 1.9 List of Stockholders Entitled to Vote. The Secretary 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
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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 of stockholders or the books of the Corporation, or
to vote in person or by proxy at any meeting of stockholders.
Section 1.10 Inspectors of Elections, Opening and Closing the Polls
(a) If required by Nevada law, the Board of Directors by resolution shall
appoint one or more inspectors, which inspector or inspectors may include
individuals who serve the Corporation in other capacities, including, without
limitation, as officers, employees, agents or representatives of the
corporation, to act at the meeting and make a written report thereof. The
procedures, oath, duties, and determinations with respect to inspectors shall be
as provided under the law.
(b) The chairman of any meeting shall fix and announce at the meeting the date
and time of the opening and the closing of the polls for each matter upon which
the stockholders will vote at a meeting.
Section 1.11 Action by written consent of stockholders. Unless otherwise
restricted by the Articles of lncorporation any action required or permitted to
be taken at any annual or special meeting of the 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
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.
Section 1.12 No Limitation on Voting Rights; Limitation on Dissenter's Rights'.
To the extent permissible under the applicable law of any jurisdiction to which
the corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of stockholders , the location of offices or
facilities, or any other item, the Corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modified, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the Corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of common stock of the
Corporation issued and outstanding or (ii) grants to any shareholder the right
to have his or her stock redeemed or purchased by the Corporation or any other
shareholder on the acquisition by any person or group of persons of shares of
the corporation. In particular, to the extent permitted under the laws of the
state of incorporation, the Corporation elects not to be governed by any such
provision, including the provisions of Sections 78.378 to 78.3793, inclusive, of
the Nevada Revised Statutes, or any statute of similar effect or tenor.
ARTICLE II
Board of Directors
Section 2.1 Number; Qualifications. The Board of Directors shall consist of one
or more members, the number thereof to be determined from time to time by
resolution of the Board of Directors. The initial number of directors shall be
one (1) and thereafter shall be fixed from time to time by resolution of the
Board of Directors- Directors need not be stockholders. The Board of Directors
may, if it so determines, choose a Chairman of the Board and a Vice Chairman of
the Board from among its members
Section 2.2 Election; Resignation; Removal; Vacancies. The Board of Directors
shall initially consist of the persons elected as such by the incorporator or
named in the corporation's Articles of Incorporation. At the first annual
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meeting of stockholders and at each annual meeting thereafter, tire stockholders
shall elect Directors to replace those Directors whose terms then expire. Any
Director may resign at any time upon written notice to the Corporation. Any one
or more of the directors may be removed for cause by action of the Board of
Directors. Any or all of the directors may be removed with or without cause by
vote of the stockholders. Any vacancy occurring in the Board of Directors may be
filled by the affirmative vote of a majority of the Board, although such
majority is less than a quorum, or by a plurality of the votes cast at a meeting
of stockholders, and each director so elected shall hold office until the
expiration of the term of office of the Director whom they replaced.
Section 2.3 Regular Meetings. Regular meetings of the Board of Directors may be
held at such places within or without the State of Nevada and at such times is
the Board of Directors may from time to time determine. Notice of regular
meetings need not be given if the date, times and places thereof are fixed by
resolution of the Board of Directors.
Section 2.4 Special Meetings. Special meetings of the Board of Directors may be
called by the Chairman of the Board, the president or a majority of the Board of
Directors then in office and may be held at any time, date or place, within or
without the State of Nevada, as the person or persons calling the meeting shall
fix. Notice of the time, date and place of such meeting shall be given, orally
or in writing, by the person or persons calling the meeting to all directors at
least four (4) days before the meeting if the notice is mailed, or at least
twenty-four (24) hours before the meeting if such notice is given by telephone,
hand-delivery, telegram, email, facsimile or similar communication method.
Unless otherwise indicated in the notice, any and all business may be transacted
at a special meeting.
Section 2.5 Telephonic Meetings Permitted. Members of the Board of Directors, or
any committee designated by the 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 a meeting pursuant to this bylaw shall
constitute presence in person at such meeting.
Section 2.6 Quorum; Vote Required for Action. At all meetings of the Board of
Directors a majority of the whole Board shall constitute a quorum for the
transaction of business. Except as otherwise provided in these Bylaws, or in the
Articles of Incorporation or required by law, the vote of a majority of the
directors present shall be the act of the Board of Directors.
Section 2.7 Conduct. Meetings of the Board of Directors shall be presided over
by of the Board, if any, or in their absence, by the Vice Chairman of the Board,
if any, or in their absence by the President, or in their absence by a chairman
chosen at the meeting. The Secretary shall act as secretary of the meeting, but
in their absence the chairman of the meeting may appoint any person to act as
secretary of the meeting.
Section 2.8 Written Action by Directors. Unless otherwise restricted by the
Articles of Incorporation, 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 or such committee, as the case may
be, consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
Section 2.9 Powers. The Board of Directors may, except as otherwise required by
law or the Articles of Incorporation, exercise all such powers and do all such
acts and things as may be exercised or done by the Corporation.
Section 2.10 Compensation of Directors. Directors, as such, may receive,
pursuant to a resolution of the Board of Directors, fees and other compensation
for their services as directors, including without limitation their services as
members of committees of the Board of Directors.
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ARTICLE III
Committees
Section 3.1 Committees. The Board of Directors may, by resolution passed by a
majority of the whole Board, designate one or more committees, each committee to
consist of one or more of the directors of the Corporation. The Board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee. In
the absence or disqualification of a member of the committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he, she or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in place of such absent
or disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors, shall have and may exercise all the powers
and authority of the Board of Directors in the management of the business and
affairs of the Corporation, and may authorize the seal of the Corporation to be
affixed to all papers which may require it; but no such committee shall have
power or authority in reference to amending the Articles 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 as provided in Section 7g.195 of the Nevada Revised statutes, fix
any of the preferences or rights of such shares, except voting rights of the
shares), 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 dissolution, or amending these
Bylaws; and unless the resolution expressly so provides, no such committee shall
have the power or authority to declare a dividend or to authorize the issuance
of stock.
Section 3.2 Committee Rules. Unless the Board of Directors otherwise provides,
each committee designated by the Board may make, alter and repeal rules for
conduct of its business. In the absence of such rules each committee shall
conduct its business in the same manner as the Board of Directors conducts its
business pursuant to Article II of these Bylaws.
ARTICLE IV
Officers
Section 4.1 Executive Officers; Election. Qualifications; Term of office;
Resignation; Removal; Vacancies'. The Board of Directors shall choose a
president, a secretary, and a Treasurer, and it may, if it so determines, choose
one or more Vice presidents, Assistant Secretaries, Assistant Treasurer, and
such other officers as it deems advisable. Each such officer shall hold office
until the first meeting of the Board of Directors after the annual meeting of
stockholders next succeeding this election, and until their successor is elected
and qualified or until their earlier resignation or removal. Any officer may
resign at any time upon written notice to the Corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer, if
any, with the corporation. Any number of offices may be held by the same person.
Any vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise may be filled for the unexpired portion of the term by the
Board of Directors at any regular or special meeting.
Section 4.2 powers and Duties of Executive Officers. The officers of the
Corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided as generally pertain to their respective offices, subject to the
control of the Board of Directors'. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of
their duties.
Section 4.3 Compensation. The salaries of all officers and agents of the
Corporation shall be fixed from time to time by the Board of Directors or by a
committee appointed or officer designated for such purpose, and no officer shall
be prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation.
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ARTICLE V
Stock
Section 5.1 Certificates. Certificates representing stock in the Corporation
shall be signed by or in the name of the corporation by the Chairman or vice
Chairman of the Board of Directors, if any, or the President or a vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the Corporation, certifying the number of shares
owned by them in the corporation. Any or all the signatures on the certificate
may be a facsimile. In case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a 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 or she were such officer, transfer agent, or registrar at the date of
issue.
Section 5.2 Uncertificated Shares. Subject to any conditions imposed by the
Nevada Revised Statutes, the Board of Directors of the corporation may provide
by resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any uncertificated shares, the
Corporation shall send to the registered owner thereof any written notice
prescribed by the Nevada Revised Statutes.
Section 5.3 Fractional Share Interests. The Corporation may, but shall not be
required to, issue fractions of a share. If the Corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrant, aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, not unless
otherwise provided therein, entitle the holder to exercise voting rights, to
receive dividends thereon, and to participate in any of the assets of the
Corporation in the event of liquidation. The Board of Directors may cause scrip
or warrants to be issued subject to the conditions that they shall become void
if not exchanged for certificates representing the full shares or uncertificated
full shares before a specified date, or subject to the conditions that the
shares for which scrip or warrants are exchangeable may be sold by the
Corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.
Section 5.4 Other Regulations. The issue, transfer, replacement, conversion and
registration of stock shall be governed by such other regulations as the Board
of Directors may establish.
ARTICLE VI
lndemnification
Section 6.1 Right to Indemnification. The Corporation shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended in a manner more favorable to indemnities,
any person (an "Indemnitee") who was or is made or is threatened to be made a
party or is otherwise involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "proceeding"), by reason of the
fact that he, she, or a person for whom he or she is the legal representative,
is or was a director or officer of the Corporation or, while a director or
officer of the Corporation, is or is serving at the request of the Corporation
as a director, officer, employee or agent of another corporation or of a
partnership, joint venture, trust, enterprise or nonprofit entity, including
service with respect to employee benefit plans, against all liability and loss
suffered and expenses, including attorneys' fees) reasonably incurred by such
Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided
in Section 6.3, the Corporation shall be required to indemnify an Indemnitee in
connection with a proceeding (or part thereof) commenced by such Indemnitee only
if the commencement of such proceeding (or part thereof) by the Indemnitee was
authorized by the Board of Directors of the Corporation.
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Section 6.2 prepayment of Expenses. The Corporation shall pay the expenses
(including attorneys' fees) incurred by an lndemnitee in defending any
proceeding in advance of its final disposition, provided, however, that, to the
extent required by law, such payment of expenses in advance of the final
disposition of the proceeding shall be made only upon receipt of an undertaking
by the Indemnitee to repay all amounts advanced if it should ultimately be
determined that the Indemnitee is not entitled to be indemnified under this
Article VI or otherwise; and provided, further, that the Corporation shall not
be required to advance any expenses to a person against whom the Corporation
directly brings a claim, in a proceeding, alleging that such person has breached
their duty of loyalty to the Corporation, committed an act or omission not in
good faith or that involves intentional misconduct or a knowing violation of
law, or derived an improper personal benefit from a transaction.
Section 6.3 claims. If a claim for indemnification or payment of expenses under
this Article VI is not paid in full within sixty (60) days after a written claim
therefor by the Indemnitee has been received by the Corporation, the Indemnitee
may file suit for the unpaid amount of such claim and, if successful in whole or
in part, shall be entitled to be paid the expense of prosecuting such claim. In
any such action the Corporation shall have the burden of proving that the
Indemnitee is not entitled to the requested indemnification or payment of
expenses under applicable law.
Section 6.4 Nonexclusivity of Rights. The rights conferred on any Indemnitee by
this Article VI shall not be exclusive of any other rights which such Indemnitee
may have or hereafter acquire under any statute, provision of the Articles of
Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise'. Additionally, nothing in this article VI shall limit
the ability of the Corporation, in its discretion, to indemnify or advance
expenses to persons whom the Corporation is not obligated to indemnify or
advance expenses pursuant to this Article VI.
Section 6.5 Other Sources. The Corporations obligation, if any, to indemnify or
to advance expenses to any Indemnitee who was or is serving at its request as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, enterprise or nonprofit entity shall be reduced by any amount
such Indemnitee may collect as indemnification or advancement of expenses from
such other corporation, partnership', joint venture, trust, enterprise or
nonprofit enterprise.
Section 6.6 Amendment or Repeal. Any repeal or modification of the foregoing
provisions of this Article VI shall not adversely affect any right or protection
hereunder of any Indemnitee in respect of any act or omission occurring prior to
the time of such repeal or modification.
Section 6.7 Other Indemnification and Prepayment of Expenses. This Article VI
shall not limit the right of the Corporation, to the extent and in the manner
permitted by law, to indemnify and to advance expenses to persons other than
Indemnitees when and as authorized by appropriate corporate action.
Section 6.8 Indemnification contracts. The Board of Directors is authorized to
cause the corporation to enter into indemnification contracts with any director,
officer, employee or agent of the Corporation, or any person serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
employee benefit plans, providing indemnification rights to such person. Such
rights may be greater than those provided in this Article VI.
Section 6.9 Effect of Amendment. Any amendment, repeal or modification of any
provision of this Article VI shall be prospective only, and shall not adversely
affect any right or protection conferred on a person pursuant to this Article VI
and existing at the time of such amendment, repeal or modification.
Section 6. 10 Insurance. The Corporation may purchase and maintain insurance on
behalf of any person who is or was or has agreed to become a director, officer,
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 against any liability
asserted against them and incurred by them or on their behalf in any such
capacity, or arising out of their status as such, whether or not the Corporation
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would have the power to indemnify them against such liability under the
provisions of this Article VI.
Section 6.11 Savings Clause. If this Article VI or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each director and officer of the
Corporation as to costs, charges and expenses (including attorneys fees),
judgments', fines and amounts paid in settlement with respect to any action,
suit or proceeding whether civil, criminal, administrative or investigative,
including an action by or in the right of the corporation, to the full extent
permitted by any applicable portion of this Article VI that shall not have been
invalidated and to the full extent permitted by applicable law.
ARTICLE VII
Miscellaneous
Section 7.1 Fiscal year. The fiscal year of the Corporation shall be determined
by resolution of the Board of Directors.
Section 7.2 Seal. The corporate seal shall have the name of the corporation
inscribed thereon and shall be in such form as may be approved from time to time
by the Board of Directors.
Section 7.3 Waiver of Notice of Meetings of Stockholders, Directors and
Committees' Any written waiver of notice signed by the person entitled to
notice, whether before or after the time stated therein shall be deemed
equivalent to notice. Attendance of a person at meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is no lawfully called or
convened. The business to be transacted at, nor the purpose of any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice.
Section 7.4 Interested Directors. Quorum. No contract or transaction between the
Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest shall be void or voidable solely for this
reason or solely because the director or officer is present at or participates
in the meeting of the Board or committee thereof which authorizes the contract
or transaction, or solely because their votes are counted for such purpose if:
(1) the material facts as to their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of majority of the disinterested
directors, even though the disinterested directors be less than a quorum; or
(2) the material facts as to their relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or
(3) the contract or transaction is fair as to the corporation as of the time it
is authorized approved or ratified by the Board of Directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board of Directors or
of a committee which authorizes the contract or transaction.
Section 7.5 Form of Records. Any records maintained by the corporation in the
regular course of its business including its stock ledger, books of account, and
minute books, may be kept on, or be in the form of any information storage
device, provided that the records so kept can be converted into clearly legible
form within a reasonable time. The corporation shall so convert any records so
kept upon the request of any person entitled to inspect the same.
8
Section 7.6 Reliance Upon Books and Records. A member of the Board of Directors,
or a member of any committee designated by the Board of Directors shall, in the
performance of their duties, be fully protected in relying in good faith upon
records of the Corporation and upon such information, opinions, reports or
statements presented to the Corporation by any of the Corporation's officers or
employees or committees of the Board of Directors' or by any other person as to
matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.
Section 7.7 Articles of Incorporation Govern. ln the event of any conflict
between the provisions of the corporation's Articles of Incorporation and these
Bylaws, the provisions of the Articles of Incorporation shall govern.
Section 7.8 Severability. lf any provision of these Bylaws 19lI be held to be
invali4 illegal, unenforceable or in conflict with the provisions of the
Corporation's Articles of Incorporation, then such provision shall nonetheless
be enforced to the maximum extent possible consistent with such holding and the
remaining provisions of these Bylaws (including without limitation, all portions
of any section of these Bylaws containing any such provision held to be invalid,
illegal, unenforceable or in conflict with the Articles of Incorporation, that
are not themselves invalid, illegal, unenforceable or in conflict with the
Articles of Incorporation) shall remain in full force and effect.
Section 7.9 Amendments. Stockholders of the corporation holding a majority of
the corporation's outstanding voting stock shall have power to adopt, amend or
repeal Bylaws. To the extent provided in the Corporation's Articles of
lncorporation, the Board of Directors of the Corporation shall also have the
power to adopt, amend or repeal Bylaws of the Corporation, except insofar as
Bylaws adopted by the stockholders shall otherwise provide.
I DO HEREBY CERTIFY;
That the forgoing Bylaws were adopted as the BYLAWS of PERKINS OIL & GAS INC. as
of May 28, 2012.
/s/ J Michael Page
-----------------------------
J. Michael Page, Secretary
