{"id":41387,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/amended-and-restated-bylaws-chevron.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"amended-and-restated-bylaws-chevron","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/amended-and-restated-bylaws-chevron.html","title":{"rendered":"Amended and Restated Bylaws – Chevron"},"content":{"rendered":"

BY-LAWS<\/strong>of<\/strong>CHEVRON
\nCORPORATION<\/strong>As Amended May 26, 2010<\/strong>ARTICLE
\nI.<\/strong>The Board of Directors<\/em><\/strong>SECTION
\n1<\/strong>. Authority of Board. <\/em><\/strong><\/p>\n

The business and affairs of Chevron Corporation (herein called the
\n“Corporation”) shall be managed by or under the direction of the Board of
\nDirectors (the “Board”) or, if authorized by the Board, by or under the
\ndirection of one or more committees thereof, to the extent permitted by law and
\nby the Board. Except as may be otherwise provided by law or these By-Laws or, in
\nthe case of a committee of the Board, by applicable resolution of the Board or
\nsuch committee, the Board or any committee thereof may act by unanimous written
\nconsent or, at an authorized meeting at which a quorum is present, by the vote
\nof the majority of the Directors present at the meeting. Except as may be
\notherwise provided by law, the Board shall have power to determine from time to
\ntime whether, and if allowed, when and under what conditions and regulations any
\nof the accounts and books of the Corporation shall be open to inspection.
\n SECTION 2. <\/strong>Number of Directors; Vacancies.
\n<\/em><\/strong>The authorized number of Directors who shall constitute the Board
\nshall be fixed from time to time by resolution of the Board approved by at least
\na majority of the Directors then in office, provided that no such resolution
\nother than a resolution to take effect as of the next election of Directors by
\nthe stockholders shall have the effect of reducing the authorized number of
\nDirectors to less than the number of Directors in office as of the effective
\ntime of the resolution. Whenever there shall be fewer Directors in office
\nthan the authorized number of Directors, the Board may, by resolution approved
\nby a majority of the Directors then in office, choose one or more additional
\nDirectors, each of whom shall hold office until the next annual meeting of
\nstockholders and until his or her successor is duly elected.
\n SECTION 3. <\/strong>Authorized Meetings of the
\nBoard<\/em><\/strong>. <\/strong>The Board shall have authority to hold
\nannual, regular and special meetings. An annual meeting of the Board may be held
\nimmediately after the conclusion of the annual meeting of the stockholders.
\nRegular meetings of the Board may be held at such times as the Board may
\ndetermine. Special meetings may be held if called by the Chairman of the Board,
\na Vice-Chairman of the Board, or by at least one third of the Directors then in
\noffice. Notice of the time or place of a meeting may be given in person or
\nby telephone by any officer of the Corporation, or transmitted electronically to
\nthe Director153s home or office, or entrusted to a third party company or
\ngovernmental entity for delivery to the Director153s business address. Notice of
\nannual or regular meetings is required only if the time for the meeting is
\nchanged or the meeting is not to be held at the principal executive offices of
\nthe Corporation.<\/p>\n

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\n<\/p>\n

When notice is required, it shall be given not less than four hours prior to
\nthe time fixed for the meeting; provided, however, that if notice is transmitted
\nelectronically or entrusted to a third party for delivery, the electronic
\ntransmission shall be effected or the third party shall promise delivery by not
\nlater than the end of the day prior to the day fixed for the meeting. The Board
\nmay act at meetings held without required notice if all Directors consent to the
\nholding of the meeting before, during or after the meeting. At all meetings
\nof the Board, a majority of the Directors then in office shall constitute a
\nquorum for all purposes. If any meeting of the Board shall lack a quorum, a
\nmajority of the Directors present may adjourn the meeting from time to time,
\nwithout notice, until a quorum is obtained. SECTION 4.
\n<\/strong>Committees. <\/em><\/strong>The Board may, by resolution
\napproved by at least a majority of the authorized number of Directors, establish
\ncommittees of the Board with such powers, duties and rules of procedure as may
\nbe provided by the resolutions of the Board establishing such committees. Any
\nsuch committee shall have a secretary and report its actions to the Board.
\n SECTION 5. <\/strong>Compensation.
\n<\/em><\/strong>Directors who are not also employees of the Corporation shall be
\nentitled to such compensation for their service on the Board or any committee
\nthereof as the Board may from time to time determine. ARTICLE
\nII<\/strong> Officers<\/em><\/strong> SECTION 1.
\n<\/strong>Executive Committee. <\/em><\/strong>The Board may, by
\nresolution approved by at least a majority of the authorized number of
\nDirectors, establish and appoint one or more officers of the Corporation to
\nconstitute an Executive Committee (the “Executive Committee”), which, under the
\ndirection of the Board and subject at all times to its control, shall have and
\nmay exercise all the powers and authority of the Board in the management of the
\nbusiness and affairs of the Corporation, except as may be provided in the
\nresolution establishing the Executive Committee or in another resolution of the
\nBoard or by the General Corporation Law of the State of Delaware. The Executive
\nCommittee shall have a secretary and report its actions to the Board.
\n SECTION 2. <\/strong>Designated
\nOfficers<\/em><\/strong>. <\/strong>The officers of the Corporation shall
\nbe elected by, and serve at the pleasure of, the Board and shall consist of a
\nChairman of the Board, a Chief Executive Officer and a Secretary and such other
\nofficers, including, without limitation, one or more Vice-Chairmen of the Board,
\na Vice-President and Chief Financial Officer, a Vice-President and General
\nCounsel, one or more other Vice-Presidents, one or more Assistant Secretaries, a
\nTreasurer, one or more Assistant Treasurers, a Comptroller and a General Tax
\nCounsel, as may be elected by the Board to hold such offices or such other
\noffices as may be created by resolution of the Board. SECTION 3.
\n<\/strong>Chairman of the Board. <\/em><\/strong>The Chairman of the
\nBoard shall be elected each year by the Board at the meeting held immediately
\nfollowing the Annual Meeting of Stockholders. The Chairman shall preside at
\nmeetings of the stockholders and the Board, and shall have such other powers and
\nperform such other duties as may from time to time be granted or assigned by the
\nBoard. In the Chairman153s absence, a Vice-Chairman of the Board, as designated
\nand available, shall preside at meetings of the stockholders and the Board.<\/p>\n

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\n<\/p>\n

SECTION 4. <\/strong>Chief Executive Officer. <\/em><\/strong><\/p>\n

The Chief Executive Officer shall be a member of the Board and shall have
\ngeneral charge and supervision of the business of the Corporation, shall preside
\nat meetings of the Executive Committee, and shall have such other powers and
\nduties as may from time to time be granted or assigned by the Board or, subject
\nto the control of the Board, by a committee thereof or by the Executive
\nCommittee, or otherwise be in accordance with the direction of the Board. In the
\nChief Executive Officer153s absence, a Vice-Chairman of the Board, as designated
\nand available, shall preside at meetings of the Executive Committee. If so
\nelected, the Chief Executive Officer may also serve as Chairman or Vice-Chairman
\nof the Board. SECTION 5<\/strong>. Vice-Chairman of the
\nBoard<\/em><\/strong>. <\/strong>A Vice-Chairman of the Board shall be a
\nmember of the Board and a Vice-Chairman of the Executive Committee, and shall
\nhave such other powers and perform such other duties as may from time to time be
\ngranted or assigned to him by the Board or, subject to the control of the Board,
\nby a committee thereof or by the Executive Committee, or otherwise be in
\naccordance with the direction of the Board. SECTION 6.
\n<\/strong>Vice-President and Chief Financial
\nOfficer<\/em><\/strong>. <\/em>The Vice-President and Chief Financial Officer
\nshall consider the adequacy of, and make recommendations to the Board and
\nExecutive Committee concerning, the capital resources available to the
\nCorporation to meet its projected obligations and business plans; report
\nperiodically to the Board on financial results and trends affecting the
\nbusiness; and shall have such other powers and perform such other duties as may
\nfrom time to time be granted or assigned to him by the Board or, subject to the
\ncontrol of the Board, by a committee thereof or by the Executive Committee, or
\notherwise be in accordance with the direction of the Board.
\n SECTION 7. <\/strong>Vice-President and General Counsel.
\n<\/em><\/strong>The Vice-President and General Counsel shall supervise and direct
\nthe legal affairs of the Corporation and shall have such other powers and
\nperform such other duties as may from time to time be granted or assigned to him
\nby the Board or, subject to the control of the Board, by a committee thereof or
\nby the Executive Committee, or otherwise be in accordance with the direction of
\nthe Board. SECTION 8.
\n<\/strong>Vice-Presidents<\/em><\/strong>. <\/strong>In the
\nevent of the absence or disability of the Chairman of the Board and the
\nVice-Chairmen of the Board, one of the Vice-Presidents may be designated by the
\nBoard to exercise their powers and perform their duties, and the Vice-Presidents
\nshall have such other powers and perform such other duties as may from time to
\ntime be granted or assigned to them by the Board or, subject to the control of
\nthe Board, by a committee thereof or by the Executive Committee, or otherwise be
\nin accordance with the direction of the Board. SECTION 9.
\n<\/strong>Secretary. <\/em><\/strong>The Secretary shall keep full and
\ncomplete records of the proceedings of the Board, the Executive Committee and
\nthe meetings of the stockholders; keep the seal of the Corporation, and affix
\nthe same to all instruments which may require it; have custody of and maintain
\nthe Corporation153s stockholder records; and shall have such other powers and
\nperform such other duties as may from time to time be granted or assigned to him
\nby the Board or, subject to the control of the Board, by a committee thereof or
\nby the Executive Committee, or otherwise be in accordance with the direction of
\nthe Board. SECTION 10. <\/strong>Assistant Secretaries.
\n<\/em><\/strong>The Assistant Secretaries shall assist the Secretary in the
\nperformance of his duties and shall have such other powers and perform such
\nother duties as<\/p>\n

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\n<\/p>\n

may from time to time be granted or assigned to them by the Board or, subject
\nto the control of the Board, by a committee thereof or by the Executive
\nCommittee, or otherwise be in accordance with the direction of the Board.
\n SECTION 11. <\/strong>Treasurer<\/em><\/strong>.
\n<\/strong>The Treasurer shall have custody of the funds of the Corporation and
\ndeposit and pay out such funds, from time to time, in such manner as may be
\nprescribed by, or be in accordance with the direction of, the Board, and shall
\nhave such other powers and perform such other duties as may from time to time be
\ngranted or assigned to him by the Board or, subject to the control of the Board,
\nby a committee thereof or by the Executive Committee, or otherwise be in
\naccordance with the direction of the Board. SECTION 12.
\n<\/strong>Assistant Treasurers. <\/em><\/strong>The Assistant
\nTreasurers shall assist the Treasurer in the performance of his duties and shall
\nhave such other powers and perform such other duties as may from time to time be
\ngranted or assigned to them by the Board or, subject to the control of the
\nBoard, by a committee thereof or by the Executive Committee, or otherwise be in
\naccordance with the direction of the Board. SECTION 13.
\n<\/strong>Comptroller. <\/em><\/strong>The Comptroller shall be the
\nprincipal accounting officer of the Corporation and shall have charge of the
\nCorporation153s books of accounts and records; and shall have such other powers
\nand perform such other duties as may from time to time be granted or assigned to
\nhim by the Board or, subject to the control of the Board, by a committee thereof
\nor by the Executive Committee, or otherwise be in accordance with the direction
\nof the Board. SECTION 14. <\/strong>General Tax Counsel.
\n<\/em><\/strong>The General Tax Counsel shall supervise and direct the tax matters
\nof the Corporation and shall have such other powers and perform such other
\nduties as may from time to time be granted or assigned to him by the Board or,
\nsubject to the control of the Board, by a committee thereof or by the Executive
\nCommittee, or otherwise be in accordance with the direction of the Board.
\n SECTION 15. <\/strong>Other Officers. <\/em><\/strong>Any
\nother elected officer shall have such powers and perform such duties as may from
\ntime to time be granted or assigned to him by the Board or, subject to the
\ncontrol of the Board, by a committee thereof or by the Executive Committee, or
\notherwise be in accordance with the direction of the Board.
\n SECTION 16. <\/strong>Powers of Attorney.
\n<\/em><\/strong>Whenever an applicable statute, decree, rule or regulation
\nrequires a document to be subscribed by a particular officer of the Corporation,
\nsuch document may be signed on behalf of such officer by a duly appointed
\nattorney-in-fact, except as otherwise directed by the Board or the Executive
\nCommittee or limited by law. SECTION 17.
\n<\/strong>Compensation. <\/em><\/strong>The officers of the Corporation
\nshall be entitled to compensation for their services. The amounts and forms of
\ncompensation which each of such officers shall receive, and the manner and times
\nof its payment, shall be determined by, or be in accordance with the direction
\nof, the Board.<\/p>\n

4<\/p>\n

\n<\/p>\n

ARTICLE III<\/strong>Stock and Stock
\nCertificates<\/em><\/strong>SECTION 1.
\n<\/strong>Stock<\/em><\/strong>. <\/strong><\/p>\n

The Board or, to the extent permitted by the General Corporation Law of the
\nState of Delaware, any committee of the Board expressly so authorized by
\nresolution of the Board may authorize from time to time the issuance of new
\nshares of the Corporation153s Common Stock (“Common Stock”) or any series of
\nPreferred Stock (“Preferred Stock”), for such lawful consideration as may be
\napproved by the Board or such committee, up to the limit of authorized shares of
\nCommon Stock or such series of Preferred Stock. The Board, the Executive
\nCommittee or any committee of the Board expressly so authorized by resolution of
\nthe Board may authorize from time to time the purchase on behalf of the
\nCorporation for its treasury of issued and outstanding shares of Common Stock or
\nPreferred Stock and the resale, assignment or other transfer by the Corporation
\nof any such treasury shares. SECTION 2. <\/strong>Stock
\nCertificates<\/em><\/strong>. <\/strong>Shares of Stock of the Corporation
\nshall be uncertificated and shall not be represented by certificates, except to
\nthe extent as may be required by applicable law or as may otherwise be
\nauthorized by the Secretary or an Assistant Secretary. Notwithstanding the
\nforegoing, shares of Stock represented by a certificate and issued and
\noutstanding on August 1, 2005 shall remain represented by a certificate until
\nsuch certificate is surrendered to the Corporation. In the event shares of
\nStock are represented by certificates, such certificates shall be registered
\nupon the books of the Corporation and shall be signed by the Chairman of the
\nBoard, a Vice-Chairman of the Board or a Vice-President, together with the
\nSecretary or an Assistant Secretary of the Corporation, shall bear the seal of
\nthe Corporation or a facsimile thereof, and shall be countersigned by a Transfer
\nAgent and the Registrar for the Stock, each of whom shall by resolution of the
\nBoard be appointed with authority to act as such at the pleasure of the Board.
\nNo certificate for a fractional share of Common Stock shall be issued.
\nCertificates of Stock signed by the Chairman of the Board, a Vice-Chairman of
\nthe Board or a Vice-President, together with the Secretary or an Assistant
\nSecretary, being such at the time of such signing, if properly countersigned as
\nset forth above by a Transfer Agent and the Registrar, and if regular in other
\nrespects, shall be valid, whether such officers hold their respective positions
\nat the date of issue or not. Any signature or countersignature on certificates
\nof Stock may be an actual signature or a printed or engraved facsimile thereof.
\n SECTION 3. <\/strong>Lost or Destroyed
\nCertificates<\/em><\/strong>. <\/strong>The Board or the Executive
\nCommittee may designate certain persons to authorize the issuance of new
\ncertificates of Stock or uncertificated shares to replace certificates alleged
\nto have been lost or destroyed, upon the filing with such designated persons of
\nboth an affidavit or affirmation of such loss or destruction and a bond of
\nindemnity or indemnity agreement covering the issuance of such replacement
\ncertificates or uncertificated shares, as may be requested by and be
\nsatisfactory to such designated persons. SECTION 4.
\n<\/strong>Stock Transfers<\/em><\/strong>. <\/strong>Transfer of
\nshares of Stock represented by certificates shall be made on the books of the
\nCorporation only upon the surrender of a valid certificate or certificates for
\nnot less than such number of shares, duly endorsed by the person named in the
\ncertificate or by an attorney lawfully constituted in writing. Transfer of
\nuncertificated shares of Stock shall be made on the books of the Corporation
\nupon receipt of proper transfer instructions from the registered owner of the
\nuncertificated shares, an instruction from an approved source<\/p>\n

5<\/p>\n

\n<\/p>\n

duly authorized by such owner or from an attorney lawfully constituted in
\nwriting. The Corporation may impose such additional conditions to the transfer
\nof its Stock as may be necessary or appropriate for compliance with applicable
\nlaw or to protect the Corporation, a Transfer Agent or the Registrar from
\nliability with respect to such transfer. SECTION 5.
\n<\/strong>Stockholders of Record<\/em><\/strong>. <\/strong>The
\nBoard may fix a time as a record date for the determination of stockholders
\nentitled to receive any dividend or distribution declared to be payable on any
\nshares of the Corporation; or to vote upon any matter to be submitted to the
\nvote of any stockholders of the Corporation; or to be present or to be
\nrepresented by proxy at any meeting of the stockholders of the Corporation,
\nwhich record date in the case of a meeting of the stockholders shall be not more
\nthan sixty nor less than ten days before the date set for such meeting; and only
\nstockholders of record as of the record date shall be entitled to receive such
\ndividend or distribution, or to vote on such matter, or to be present or
\nrepresented by proxy at such meeting. ARTICLE IV<\/strong>
\nMeetings of Stockholders<\/em><\/strong> SECTION 1.
\n<\/strong>Meetings of Stockholders<\/em><\/strong>.
\n<\/strong>An annual meeting of the stockholders of the Corporation shall be held
\neach year, at which Directors shall be elected to serve for the ensuing year and
\nuntil their successors are elected. The time and place of any annual meeting of
\nstockholders shall be determined by the Board in accordance with law.
\n Special meetings of the stockholders for any purpose or purposes, unless
\nprohibited by law, may be called by the Board or the Chairman of the Board. The
\nChairman of the Board or the Secretary shall call a special meeting whenever
\nrequested in writing to do so by at least one third of the members of the Board
\nor stockholders owning 15 percent of the shares of Common Stock of the
\nCorporation then outstanding and entitled to vote at such meeting. Written
\nrequests by stockholders must be signed by each stockholder, or a duly
\nauthorized agent, requesting the special meeting and state (i) the specific
\npurpose of the meeting and the matters proposed to be acted on at the meeting,
\nthe reasons for conducting such business at the meeting, and any material
\ninterest in such business of the stockholders requesting the meeting; (ii) the
\nname and address of each such stockholder; (iii) the number of shares of the
\nCorporation153s Common Stock owned of record or beneficially by each such
\nstockholder. Stockholders may revoke their requests for a special meeting at any
\ntime by written revocation delivered to the Secretary. A special meeting
\nrequested by stockholders shall be held at such date, time and place as may be
\nfixed by the Board. However, a special meeting shall not be held if either
\n(i) the Board has called or calls for an annual meeting of stockholders and the
\npurpose of such annual meeting includes the purpose specified in the request, or
\n(ii) an annual or special meeting was held not more than 12 months before the
\nrequest to call the special meeting was received which included the purpose
\nspecified in the request. Business transacted at a special meeting requested by
\nstockholders shall be limited to the purposes stated in the request for such
\nspecial meeting, unless the Board submits additional matters to stockholders at
\nany such special meeting. SECTION 2. <\/strong>Conduct
\nof Meetings<\/em><\/strong>. <\/strong>The Chairman of the Board, or such
\nother officer as may preside at any meeting of the stockholders, shall have
\nauthority to establish, from time to<\/p>\n

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\n<\/p>\n

time, such rules for the conduct of such meeting, and to take such action, as
\nmay in his judgment be necessary or proper for the conduct of the meeting and in
\nthe best interests of the Corporation and the stockholders in attendance in
\nperson or by proxy. SECTION 3. <\/strong>Quorum for
\nAction by Stockholders; Elections<\/em><\/strong>. <\/strong>At all
\nelections or votes had for any purpose, there must be a majority of the
\noutstanding shares of Common Stock represented. All elections for Directors
\nshall be held by written ballot. A nominee for Director shall be elected to the
\nBoard of Directors if the votes cast “for” such nominee153s election exceed the
\nvotes cast “against” such nominee153s election, excluding abstentions; provided,
\nhowever, that Directors shall be elected by a plurality of the votes cast at any
\nmeeting of the stockholders for which the number of nominees exceeds the number
\nof Directors to be elected. Any Director nominated for reelection who receives a
\ngreater number of votes “against” his or her election than votes “for” such
\nelection shall submit his or her offer of resignation to the Board. The Board
\nNominating and Governance Committee shall consider all of the relevant facts and
\ncircumstances, including the Director153s qualifications, the Director153s past and
\nexpected future contributions to the Corporation, the overall composition of the
\nBoard and whether accepting the tendered resignation would cause the Corporation
\nto fail to meet any applicable rule or regulation (including NYSE listing
\nrequirements and federal securities laws) and recommend to the Board the action
\nto be taken with respect to such offer of resignation. Except as may otherwise
\nbe required by law, the Restated Certificate of Incorporation or these By-Laws,
\nall other matters shall be decided by a majority of the votes cast affirmatively
\nor negatively. SECTION 4.
\n<\/strong>Proxies<\/em><\/strong>. <\/strong>To the extent
\npermitted by law, any stockholder of record may appoint a person or persons to
\nact as the stockholder153s proxy or proxies at any stockholder meeting for the
\npurpose of representing and voting the stockholder153s shares. The stockholder may
\nmake this appointment by any means the General Corporation Law of the State of
\nDelaware specifically authorizes, and by any other means the Secretary of the
\nCorporation may permit. Prior to any vote, and subject to any contract rights of
\nthe proxy holder, the stockholder may revoke the proxy appointment either
\ndirectly or by the creation of a new appointment, which will automatically
\nrevoke the former one. The Inspector of Elections appointed for the meeting may
\nestablish requirements concerning such proxy appointments or revocations that
\nthe Inspector considers necessary or appropriate to assure the integrity of the
\nvote and to comply with law. SECTION 5.
\n<\/strong>Adjournments<\/em><\/strong>. <\/strong>Any meeting of
\nthe stockholders (whether annual or special and whether or not a quorum shall
\nhave been present), may be adjourned from time to time and from place to place
\nby vote of a majority of the shares of Common Stock represented at such meeting,
\nwithout notice other than announcement at such meeting of the time and place at
\nwhich the meeting is to be resumed:such adjournment and the reasons therefore
\nbeing recorded in the journal of proceedings of the meeting; provided, however,
\nthat if the date of any adjourned meeting is more than thirty days after the
\ndate for which the meeting was originally noticed, or if a new record date is
\nfixed for the adjourned meeting, written notice of the place, date and time of
\nthe adjourned meeting shall be given to each stockholder of record entitled to
\nvote at the meeting. At any meeting so resumed after such adjournment, provided
\na majority of the outstanding shares of Common Stock shall then be represented,
\nany business may be transacted which might have been transacted at the meeting
\nas originally scheduled.<\/p>\n

7<\/p>\n

\n<\/p>\n

ARTICLE V<\/strong>Corporate Seal<\/em><\/strong><\/p>\n

The seal of the Corporation shall have inscribed thereon the name of the
\nCorporation and the words “Incorporated Jan. 27, 1926 Delaware.”
\nARTICLE VI<\/strong> Change in Control Benefit
\nProtection<\/em><\/strong> SECTION 1. <\/strong>As used in this
\nArticle VI, the following terms shall have the meanings here indicated:
\n“Beneficial Ownership,” when attributed to a Person with respect to a security,
\nmeans that the Person is deemed to be a beneficial owner of such security
\npursuant to Rule 13d-3 promulgated under the Exchange Act. “Benefit Plan” means
\nany pension, retirement, profit-sharing, employee stock ownership, 401(k),
\nexcess benefit, supplemental retirement, bonus, incentive, salary deferral,
\nstock option, performance unit, restricted stock, tax gross-up, life insurance,
\ndependent life insurance, accident insurance, health coverage, short-term
\ndisability, long-term disability, severance, welfare or similar plan or program
\n(or any trust, insurance arrangement or any other fund forming a part or
\nsecuring the benefits thereof) maintained prior to a Change in Control by the
\nCorporation or a Subsidiary for the benefit of directors, officers, employees or
\nformer employees, and shall include any successor to any such plan or program;
\nprovided, however, that “Benefit Plan” shall include only those plans and
\nprograms which have been designated by the Corporation as a constituent part of
\nthe Change in Control benefit protection program. “Board” means the Board of
\nDirectors of the Corporation. “Change in Control” means the occurrence of any of
\nthe following:<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

(A)<\/p>\n<\/td>\n

<\/td>\n\n

A Person other than the Corporation, a Subsidiary, a Benefit Plan or,
\npursuant to a Non-Control Merger, a Parent Corporation, acquires Common Stock or
\nother Voting Securities (other than directly from the Corporation) and,
\nimmediately after the acquisition, the Person has Beneficial Ownership of twenty
\npercent (20%) or more of the Corporation153s Common Stock or Voting Securities;\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

The Incumbent Directors cease to constitute a majority of the Board or, if
\nthere is a Parent Corporation, the board of directors of the Ultimate Parent,
\nunless such event results from the death or disability of an Incumbent Director
\nand, within 30 days of such event, the Incumbent Directors constitute a majority
\nof such board; or<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/tr>\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

There is consummated a Merger (other than a Non-Control Merger), a complete
\nliquidation or dissolution of the Corporation, or the sale or other<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n<\/p>\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n\n

disposition of all or substantially all of the assets of the Corporation
\n(other than to a Subsidiary or as a distribution of a Subsidiary to the
\nstockholders of the Corporation).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

“Common Stock” means the Common Stock of the Corporation. “Exchange Act”
\nmeans the Securities Exchange Act of 1934, as amended. “Incumbent Directors”
\nmeans the Directors of the Corporation as of March 29, 2000 and any Director of
\nthe Corporation or, if there is a Parent Corporation, any Director of the
\nUltimate Parent, elected after such date, provided that (A) the election, or
\nnomination for election by the stockholders of the Corporation, of such new
\nDirector was approved by a vote of at least two-thirds of the Persons then
\nconstituting the Incumbent Directors, (B) any Director who assumes office as a
\nresult of a Merger after March 29, 2000 shall not be deemed an Incumbent
\nDirector until the Director has been in office for at least three years, and
\n(C) no Director who assumes office as a result of a Proxy Contest shall be
\nconsidered an Incumbent Director. “Merger” means a merger, consolidation or
\nreorganization or similar business combination of the Corporation with or into
\nanother Person or in which securities of the Corporation are issued.
\n“Non-Control Merger” means a Merger if immediately following the Merger (A) the
\nstockholders of the Corporation immediately before the Merger own directly or
\nindirectly at least fifty-five percent (55%) of the outstanding common stock and
\nthe combined voting power of the outstanding voting securities of the Surviving
\nCorporation (if there is no Parent Corporation) or of the Ultimate Parent, if
\nthere is a Parent Corporation, and (B) no Person other than a Benefit Plan owns
\ntwenty percent (20%) or more of the combined voting power of the outstanding
\nvoting securities of the Ultimate Parent, if there is a Parent Corporation, or
\nof the Surviving Corporation, if there is no Parent Corporation. “Parent
\nCorporation” means a corporation with Beneficial Ownership of more than fifty
\npercent (50%) of the combined voting power of the Surviving Corporation153s
\noutstanding voting securities immediately following a Merger. “Person” means a
\nperson as such term is used for purposes of Section 13(d) or Section 14(d) of
\nthe Exchange Act. “Proxy Contest” means any actual or threatened solicitation of
\nproxies or consents by or on behalf of any Person other than the Board,
\nincluding, without limitation, any solicitation with respect to the election or
\nremoval of Directors of the Corporation, and any agreement intended to avoid or
\nsettle the results of any such actual or threatened solicitation. “Subsidiary”
\nmeans any corporation or other Person (other than a human being) of which a
\nmajority of its voting power or its voting equity securities or equity interest
\nis owned, directly or indirectly, by the Corporation. “Surviving Corporation”
\nmeans the corporation resulting from a Merger.<\/p>\n

9<\/p>\n

\n<\/p>\n

“Ultimate Parent” means, if there is a Parent Corporation, the Person with
\nBeneficial Ownership of more than fifty percent (50%) of the Surviving
\nCorporation and of any other Parent Corporation. “Voting Securities” means the
\noutstanding Common Stock and other voting securities, if any, of the Corporation
\nentitled to vote for the election of Directors of the Corporation.
\n SECTION 2. <\/strong>The Corporation and one or more of its
\nSubsidiaries may, from time to time, maintain Benefit Plans providing for
\npayments or other benefits or protections conditioned partly or solely on the
\noccurrence of a Change in Control. The Corporation shall cause any Surviving
\nCorporation (or any other successor to the business and assets of the
\nCorporation) to assume any such obligations of such Benefit Plans and make
\neffective provision therefore, and such Benefit Plans shall not be amended
\nexcept in accordance with their terms. SECTION 3. <\/strong>No
\namendment or repeal of this Article VI shall be effective if adopted within six
\nmonths before or at any time after the public announcement of an event or
\nproposed transaction which would constitute a Change in Control (as such term is
\ndefined prior to such amendment); provided, however, that an amendment or repeal
\nof this Article VI may be effected, even if adopted after such a public
\nannouncement, if (a) the amendment or repeal has been adopted after any plans
\nhave been abandoned to cause the event or effect the transaction which, if
\neffected, would have constituted the Change in Control, and the event which
\nwould have constituted the Change in Control has not occurred, and (b) within a
\nperiod of six months after such adoption, no other event constituting a Change
\nin Control shall have occurred, and no public announcement of a proposed
\ntransaction which would constitute a Change in Control shall have been made,
\nunless thereafter any plans to effect the Change in Control have been abandoned
\nand the event which would have constituted the Change in Control has not
\noccurred. In serving and continuing to serve the Corporation, an employee is
\nentitled to rely and shall be presumed to have relied on the provisions of this
\nArticle VI, which shall be enforceable as contract rights and inure to the
\nbenefit of the heirs, executors and administrators of the employee, and no
\nrepeal or modification of this Article VI shall adversely affect any right
\nexisting at the time of such repeal or modification. ARTICLE
\nVII<\/strong> Amendments<\/em><\/strong> Any of these By-Laws may
\nbe altered, amended or repealed by the affirmative vote of the holders of a
\nmajority of the outstanding shares of Common Stock at any annual or special
\nmeeting of the stockholders, if notice of the proposed alteration, amendment or
\nrepeal be contained in the notice of the meeting; or any of these By-Laws may be
\naltered, amended or repealed by resolution of the Board approved by at least a
\nmajority of the Directors then in office. Notwithstanding the preceding
\nsentence, any amendment or repeal of Article VI of the By-Laws shall be made
\nonly in accordance with the terms of said Article VI, and the authority of the
\nDirectors to amend the By-Laws is accordingly hereby limited. 10<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7075],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9573,9574],"class_list":["post-41387","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-chevron-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41387","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41387"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41387"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41387"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41387"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}