MEXCO ENERGY CORPORATION
BYLAWS
ARTICLE ONE
OFFICES
Section 1. The principal office of the corporation shall be in the City of
Midland, County of Midland, State of Texas, and the name of the resident agent
in charge is Nicholas C. Taylor.
Section 2. The corporation may also have offices at such other places both
within and without the State of Texas as the Board of Directors may from time to
time determine or the business of the corporation may require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of Directors
shall be held at the office of the corporation in Midland, Texas. Meetings of
stockholders for any other purpose may be held at such time and place, within or
without the State of Texas, as shall be stated in the notice of the meeting or
in a duly executed waiver of notice thereof.
Section 2. An annual meeting of the stockholders, commencing with the year
1993, shall be held on the second Tuesday in July in each year if not a legal
holiday, then on the next secular day following, at which they shall elect a
Board of Directors, and transact such other business as may be properly brought
before the meeting.
Section 3. Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the corporation, at least ten (10) days prior to the meeting.
Section 4. At least ten (10) days before every election of Directors, a
complete list of the stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
place where the election is to be held for said ten days, to the examination of
any stockholder and shall be kept at the time and place of the election during
the whole time thereof and subject to the inspection of any stockholder who may
be present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President or Secretary at the request in
writing of a third of the Board of Directors or at the request in writing of
stockholders owning twenty-five per cent (25%) or more in amount of the entire
capital stock of the corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the proposed meeting.
Section 6. Written notice of a special meeting of stockholders, stating the
time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books of
the corporation, at least ten (10) days before such meeting.
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Section 7. Business transacted at all special meetings shall be confined to
the objects stated in the call.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these Bylaws. If, however, such quorum shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 9. When a quorum is present at any meeting, the vote of the holders
of a majority of the stock having voting power present in person or represented
by proxy shall decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Certificate of Incorporation or of these Bylaws, a different vote is required in
which case such express provision shall govern and control the decision of such
question.
Section 10. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than eleven (11) months prior to said meeting. Each stockholder shall have one
(1) vote for each share of stock having voting power, registered in his name on
the books of the corporation. Except where the transfer books of the corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of its stockholders entitled to vote, no share of stock shall be
voted on at any election for Directors which shall have been transferred on the
books of the corporation within twenty (20) days next preceding such election of
Directors.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
Bylaws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting where held, shall consent in writing to such corporate action being
taken.
ARTICLE THREE
DIRECTORS
Section 1. The number of Directors which shall constitute the whole Board,
shall not be less than one nor more than ten. Within the limits above specified,
the number of Directors shall be determined by resolution of the Board of
Directors or by the stockholders at the annual meeting. The Directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article and each Director elected shall hold office until his
successor shall be elected and shall qualify. Directors need not be
stockholders.
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Section 2. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
Directors or otherwise, a majority of the Directors then in office, though less
than a quorum, may choose a successor or successors and the Directors so chosen
shall hold office until the next annual election of Directors and until their
successors shall be duly elected and qualified, unless sooner displaced.
Section 3. The property and business of the corporation shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these Bylaws directed or required to be exercised or done
by the stockholders.
MEETINGS OF THE BOARD
Section 4. The Directors of the corporation may hold their meetings, both
regular and special, either within or without the State of Texas.
Section 5. The first meeting of each newly elected Board shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected Directors in order legally to constitute the meeting provided a quorum
shall be present, or they may meet at such place and time as shall be fixed by
the consent in writing of all the Directors.
Section 6. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.
Section 7. Special meetings of the Board may be called by the President on
five (5) days notice to each Director, either personally or by mail or by
telegram; special meetings shall be called by the President or Secretary in like
manner and on like notice on the written request of two Directors.
Section 8. At all meetings of the Board the presence of a majority of the
Directors shall be necessary and sufficient to constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be an act of the Board of
Directors, except as may be otherwise specifically provided by statute or by the
Certificate of Incorporation or by these Bylaws. If a quorum shall not be
present at any meeting of Directors, the Directors present thereat may adjourn
the meeting of Directors from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.
COMMITTEES OF DIRECTORS
Section 9. 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, which, to the extent
provided in said resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the corporation
and may have power to authorize the seal of the corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.
Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the Board when required.
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COMPENSATION OF DIRECTORS
Section 11. Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board, a fixed fee and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
CONTRACTS WITH DIRECTORS AND OFFICERS
Section 12. No contract or other transaction between the corporation and
one or more of its Directors or any other corporation, firm, association or
entity in which one or more of the Directors of the corporation are directors or
officers or are financially interested shall be either void or voidable solely
because such directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or solely because their votes are counted for such purposes if:
(i) The fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies
the contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested
directors; or
(ii) The fact such relationship or interest is disclosed or known to the
stockholders entitled to vote and the authorize, approve or ratify
such contract or transaction by vote or written consent; and
(iii)The contract or transaction is fair and reasonable to the
corporation.
ARTICLE FOUR
NOTICES
Section 1. Whenever under the provisions of the statutes or the Certificate
of Incorporation or of these Bylaws, notice is required to be given to any
Director or stockholder, it shall not be construed to mean personal notice, but
such Director or stockholder at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.
Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE FIVE
OFFICERS
Section 1. The officers of the corporation shall be chosen by the Directors
and shall be, a President, a Vice President, a Secretary and a Treasurer. The
Board of Directors may also constitute and choose additional vice presidents and
one or more assistant secretaries and assistant treasurers. Two or more offices
may be held by the same person.
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Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a Chairman and shall choose a President,
one or more Vice Presidents, a Secretary and a Treasurer, none of whom need be a
member of the Board.
Section 3. The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to time by
the Board.
Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the Board of Directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
CHAIRMAN OF THE BOARD
Section 6. The Chairman of the Board shall preside at all meetings of the
Board of Directors and the shareholders and shall perform such other duties as
may be assigned to him by the Board of Directors from time to time.
THE PRESIDENT
Section 7. The President shall be the chief executive officer of the
corporation; he shall be ex officio a member of all standing committees, shall
have general and active management of the business of the corporation and shall
see that all orders and resolutions of the Board are carried into effect.
Section 8. He shall execute contracts, sales agreements, licensing and
royalty agreements, bonds, mortgages, deeds of trust, deeds, leases, agreements
and instruments necessary or desired in the transaction of the authorized
business of the corporation and, if requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the corporation.
VICE PRESIDENTS
Section 9. The Vice Presidents in the order of their seniority shall, in
the absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as the Board of
Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
Section 10. The secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the Board of
Directors and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be acting. He shall
keep in safe custody the seal of the corporation and, when authorized by the
Board, affix the same to any instrument requiring it and, when so fixed, it
shall be attested by his signature or by the signature of the Treasurer or an
Assistant Secretary.
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Section 11. The Assistant Secretaries in order of their seniority shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary and shall perform such other duties as the Board of
Directors shall prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 12. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 13. He shall disburse the funds of the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements and shall
render to the President and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
Section 14. If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed from time to time) in such sum and
with such surety or sureties as shall be satisfactory to the Board for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control, belonging to the corporation.
Section 15. The Assistant Treasurers in the order of their seniority shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer and shall perform such other duties as the Board of
Directors shall prescribe.
ARTICLE SIX
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the corporation shall be numbered
and shall be entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or Vice President and either the Treasurer or Assistant Treasurer or
the Secretary or an Assistant Secretary. The designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations, or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificates which the corporation shall issue to represent such
class or series of stock. If any stock certificate is signed (1) by a transfer
agent or an assistant transfer agent or (2) by a transfer clerk acting on behalf
of the corporation and a registrar, the signature of any such officer may be
facsimile.
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LOST CERTIFICATES
Section 2. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
TRANSFER OF STOCK
Section 3. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 4. The Board of Directors may close the stock transfer books of the
corporation for a period of not less than ten (10) days nor more than fifty (50)
days preceding the date of any meeting of stockholders or the date for payment
of any dividend or the date for the allotment of rights or the date when any
change or conversion or exchange of capital stock shall go into effect or for a
period of not less than ten (10) days nor more than fifty (50) days in
connection with obtaining the consent of stockholders for any purpose. In lieu
of closing the stock transfer books as aforesaid, the Board of Directors may fix
in advance a date, not less than ten (10) days nor more than fifty (50) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of, and to vote at, any
such meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or to exercise the rights in
respect of any change, conversion or exchange of capital stock, or to give such
consent, and in such case such stockholders and only such stockholders as shall
be stockholders of record on the date so fixed shall be entitled to such notice
of, and to vote at, such meeting and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise
such rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record date
fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 5. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof, and, accordingly,
shall not be bound to recognized any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of the State of Texas.
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ARTICLE SEVEN
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject to
the provisions of the Certificate of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to the law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the Certificate of Incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
Directors from time to time, in their absolute discretion, think proper as a
reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The Board of Directors shall present at each annual meeting and
when called for by vote of the stockholders at any special meeting of the
stockholders, a full and clear statement of the business and conditions of the
corporation.
CHECKS
Section 4. All checks or demands for money and notes 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.
FISCAL YEAR
Section 5. The fiscal year of the corporation shall be fixed by the
resolution of the Board of Directors.
SEAL
Section 6. The corporate seal shall have inscribed thereon the name of the
corporation and the words "Corporate Seal," so as to make an impression similar
to that on the margin hereof. Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
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ARTICLE EIGHT
AMENDMENTS
Section 1. These Bylaws may be altered or repealed at any regular meeting
of the stockholders or at any special meeting of the stockholders at which a
quorum is present or represented by proxy, provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the stock entitled to vote at such meeting and
present or represented thereat, or by the affirmative vote of a majority of the
Board of Directors at any regular meeting of the Board or at any special meeting
of the Board if notice of the proposed alteration or repeal be contained in the
notice of such special meeting; provided, however, that no change of the time or
place of the meeting for the election of Directors shall be made within sixty
(60) days next before the day on which such meeting is to be held and that in
case of any change of such time or place, notice thereof shall be given to each
stockholder in person or by letter mailed to his last known post office address
at least twenty (20) days before the meeting is held.
ARTICLE NINE
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
Section 1. The corporation shall indemnify a person who was, is, or is
threatened to be made a named defendant or respondent in a proceeding because
the person is or was a director to the fullest extent permitted by Section B of
Art. 2.02-1 of the Texas Business Corporation Act (the "T.B.C.A."), subject to
the limitations of Section C thereof. Without limiting the foregoing, such
indemnification shall be against judgments, penalties (including excise and
similar taxes), fines, settlements, and reasonable expenses actually incurred by
the person in connection with the proceeding, subject to the limitations and
exceptions contained in Section E of Art. 2.02-1. The determination that
indemnification pursuant to the foregoing provisions is required and the
authorization of indemnification and determination as to reasonable expenses
shall be made in the manner set forth in Section F and G at Art. 2.02-1. The
corporation shall indemnify a director against reasonable expenses incurred by
him in connection with a proceeding in which he is a named defendant or
respondent because he is or was a director if he has been wholly successful, on
the merits or otherwise, in the defense of the proceeding. Reasonable expenses
incurred by a director who was, is, or is threatened to be made a named
defendant or respondent in a proceeding shall be paid or reimbursed by the
corporation, in advance of the final disposition of the proceeding without any
of the determinations required by Sections F and G of Art. 2.02-1, if the
corporation receives a written affirmation by the director of his good faith
belief that he has met the standard of conduct necessary for indemnification
under Art. 2.02-1 and a written undertaking by or on behalf of the director to
repay the amount paid or reimbursed if it is ultimately determined that he has
not met those requirements. The corporation shall pay or reimburse expenses
incurred by a director in connection with his appearance as a witness or other
participation in a proceeding at a time when he is not a named defendant or
respondent in the proceeding.
Section 2. The corporation shall indemnify and advance expenses to an
officer of the corporation to the same extent that it must indemnify and advance
expenses to a director under Section 1 hereof. In addition, the corporation may,
by a majority vote of a quorum consisting of directors who, at the time of the
vote are not named defendants or respondents in the proceeding, indemnify and
advance expenses to employees or agents of the corporation to the same extent
that it is required to indemnify and advance expenses to directors under Section
1 hereof.
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Section 3. The corporation may indemnify and advance expenses to persons
who are not or were not officers, employees or agents of the corporation, but
who are or were serving at the request of the corporation as a director,
officer, partner, venturer, proprietor, trustee, employee, agent of similar
functionary of another foreign or domestic corporation, partnership, joint
venture, sole proprietorship, trust, employee benefits plan, or other enterprise
to the same extent that it is required to indemnify and advance expenses to
directors under Section 1 hereof if so authorized by a majority vote of a quorum
consisting of directors who at the time of the vote are not named defendants or
respondents in the proceeding.
Section 4. The corporation may purchase and obtain insurance and other
arrangements on behalf of the person who is or was a director, officer,
employee, or agent of the corporation or who is or was serving at the request of
the corporation as a director, officer, partner, venturer, proprietor, trustee,
employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefits plan, or other enterprise, against any liability asserted against him
and incurred by him in such capacity arising out of the status of such a person,
whether or not the corporation would have the power to indemnify him against the
liability under Article 2.02-1 of the T.B.C.A., subject to the limitations
contained in Section R of Article 2.02-1. Without limiting the foregoing, the
corporation may, for the benefit of persons indemnified by the corporation, (1)
create a trust fund,; (2) establish any form of self-insurance; (3) secure its
indemnity obligation by a grant of a security interest or other lien on the
assets of the corporation; or (4) establish a letter of credit, guaranty, or
surety arrangement. Subject to the limitations of Section R of Art. 2.02-1, the
judgment of the board of directors as to the terms and conditions of the
insurance or other arrangement and the identity of the insurer or other person
participating in an arrangement shall be conclusive.
Section 5. Any indemnification of or advance of expenses to a director in
accordance with Section 1 hereof shall be reported in writing to the
shareholders with or before the notice or waiver of notice of the next
shareholders' meeting or with or before the next submission to shareholders of a
consent to action in lieu of a meeting and, in any case, within the 12-month
period immediately following the date of the indemnification or advance.
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