{"id":41433,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/by-laws-boots-amp-amp-coots-international-well-control-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"by-laws-boots-amp-amp-coots-international-well-control-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/by-laws-boots-amp-amp-coots-international-well-control-inc.html","title":{"rendered":"By-Laws &#8211; Boots &#038; Coots International Well Control Inc."},"content":{"rendered":"<pre>\n                                  BY-LAWS OF\n                BOOTS &amp; COOTS INTERNATIONAL WELL CONTROL, INC.\n                    (hereinafter called the 'Corporation')\n\n                                   ARTICLE I\n                                    OFFICES\n\n   Section 1.  Registered Office.  The registered office of the Corporation\nshall be in the State of Delaware.\n\n   Section 2.  Other Offices.  The Corporation may also have offices at such\nother places both within and without the State of Delaware as the Board of\nDirectors may from time to time determine.\n\n                                  ARTICLE II\n                            MEETING OF STOCKHOLDERS\n\n   Section 1.  Place of Meeting.  Meetings of the shareholders for the election\nof directors or for any other purpose shall be held at such time and place,\neither within or without the State of Delaware, as shall be designated from time\nto time by the Board of Directors and stated in the notice of the meeting or in\na duly executed waiver of notice thereof.\n\n   Section 2.  Annual Meetings.  The Annual Meetings of shareholders shall be\nheld on such date and at such time as shall be designated from time to time by\nthe Board of Directors and stated in the notice of the meeting, at which\nmeetings the shareholders shall elect by a plurality vote a Board of Directors,\nand transact such other business as may properly be brought before the meeting.\nAt any annual meeting of the shareholders, only such business shall be conducted\nas shall have been properly brought before the meeting in accordance with the\nCertificate of Incorporation.\n\n   Section 3.  Special Meetings.  Special Meetings of the shareholders may be\ncalled by the Board of Directors, the Chairman of the Board or the President.\nUpon request in writing to the Secretary by any person entitled to call a\nspecial meeting of the shareholders, the Secretary forthwith shall cause notice\nto be given to the shareholders entitled to vote that a meeting will be held at\na time requested by the person or persons calling the meeting. At any special\nmeeting of the shareholders, only such business shall be conducted as shall have\nbeen properly brought before the meeting in accordance with the Certificate of\nIncorporation.\n\n   Section 4.  Notice of Meetings.  Written notice of the place, date, and time\nof all meetings of the shareholders shall be given, not less than ten (10) nor\nmore than sixty (60) days before the date on which the meeting is to be held, to\neach shareholder entitled to vote at such meeting, except as otherwise provided\nherein or as required from time to time by the General Corporation Law of\nDelaware or the Certificate of Incorporation.\n\n   Section 5.  Quorum: Adjournment.  With respect to any matter, a quorum shall\nbe present at a meeting of shareholders if the holders of a majority of the\nshares entitled to vote on that\n\n \nmatter are represented at the meeting in person or by proxy, unless otherwise\nprovided in the Certificate of Incorporation. If a quorum shall fail to attend\nany meeting, the chairman of the meeting or the holders of a majority of the\nshares of stock entitled to vote who are present, in person or by proxy, may\nadjourn the meeting to another place, date or time without notice other than\nannouncement at the meeting, until a quorum shall be present or represented.\n\n   When a meeting is adjourned to another place, date or time, written notice\nneed not be given of the adjourned meeting if the place, date and time thereof\nare announced at the meeting at which the adjournment is taken; provided,\nhowever, that if the date of any adjourned meeting is more than thirty (30) days\nafter the date for which the meeting was originally noticed, or if a new record\ndate is fixed for the adjourned meeting, written notice of the place, date and\ntime of the adjourned meeting shall be given in conformity herewith. At any\nadjourned meeting, any business may be transacted which might have been\ntransacted at the original meeting.\n\n   Section 6.  Organization.  At every meeting of the shareholders, the chairman\nof the board, if there be one, or in the case of a vacancy in the office or\nabsence of the chairman of the board, one of the following persons present in\nthe order stated shall act as chairman of the meeting: the vice chairman of the\nboard, if there be one, the president, the vice presidents in their order of\nrank or seniority, a chairman designated by the board of directors or a chairman\nchosen by the shareholders in the manner provided in Section 5 of this Article\nII. The secretary, or in his absence, an assistant secretary, or in the absence\nof the secretary and the assistant secretaries, a person appointed by the\nchairman of the meeting, shall act as secretary.\n\n   Section 7.  Proxies and Voting.  At any meeting of the shareholders, every\nshareholder entitled to vote may vote in person or by proxy authorized by an\ninstrument in writing filed in accordance with the procedure established for the\nmeeting.\n\n   Each shareholder shall have one vote for every share of stock entitled to\nvote which is registered in his name on the record date for the meeting, except\nas otherwise provided herein or required by law or the Certificate of\nIncorporation.\n\n   All voting, including on the election of directors but exception where\notherwise provided herein or required by law or the Certificate of\nIncorporation, may be by a voice vote; provided, however, that upon demand\ntherefor by a shareholder entitled to vote or such shareholder's proxy, a stock\nvote shall be taken. Every stock vote shall be taken by ballots, each of which\nshall state the name of the shareholder or proxy voting and such other\ninformation as may be required under the procedure established for the meeting.\n\n   All elections of directors shall be determined by a plurality of the votes\ncast by the holders of shares entitled to vote in the election of directors at a\nmeeting of shareholders at which a quorum is present. Except as otherwise\nrequired by law or the Certificate of Incorporation, all matters other than the\nelection of directors shall be determined by the affirmative vote of the holders\nof a majority of the shares entitled to vote on that matter and represented in\nperson or by proxy at a meeting of shareholders at which a quorum is present.\n\n   Section 8.  Stock List.  A complete list of shareholders entitled to vote at\nany meeting of shareholders, arranged in alphabetical order for each class of\nstock and showing the address of\n\n \neach such shareholder and the number of shares registered in such shareholder's\nname, shall be open to the examination of any such shareholder, for any purpose\ngermane to the meeting, during ordinary business hours for a period of at least\nten (10) days prior to the meeting, at the registered office or principal place\nof business of the Corporation.\n\n   The stock list shall also be kept at the place of the meeting during the\nwhole time thereof and shall be open to the examination of any such shareholder\nwho is present. This list shall presumptively determine the identity of the\nshareholder entitled to vote at the meeting and the number of shares held by\neach of them.\n\n   Section 9.  Inspectors of Election.  In advance of any meeting of\nshareholders, the Board of Directors may appoint inspectors of election, who\nneed not be shareholders, to act at such meeting or any adjournment thereof. If\ninspectors of election are not so appointed, the person presiding at any such\nmeeting may, and on the request of any shareholder entitled to vote at the\nmeeting and before voting begins shall, appoint inspectors of election. The\nnumber of inspectors shall be either one or three, as determined, in the case of\ninspectors appointed upon demand of a shareholder, by the shareholders in the\nmanner provided in Section 5 of this Article II, and otherwise by the Board of\nDirectors or person presiding at the meeting, as the case may be. If any person\nwho is appointed fails to appear or act, the vacancy may be filled by\nappointment made by the Board of Directors in advance of the meeting, or at the\nmeeting by the person presiding at the meeting. Each inspector, before entering\nupon the discharge of his duties, shall take an oath faithfully to execute the\nduties of inspector at such meeting.\n\n   If inspectors of election are appointed as aforesaid, they shall determine\nfrom the lists referred to in Section 8 of this Article II the number of shares\noutstanding, the shares represented at the meeting, the existence of a quorum\nand the voting power of shares represented at the meeting, determine the\nauthenticity, validity and effect of proxies, receive votes or ballots, hear and\ndetermine all challenges and questions in any way arising in connection with the\nright to vote or the number of votes which may be cast, count and tabulate all\nvotes or ballots, determine the results, and do such acts as are proper to\nconduct the election or vote with fairness to all shareholders entitled to vote\nthereat. If there be three inspectors of election, the decision, act or\ncertificate of two shall be effective in all respects as the decision, act or\ncertificate of the inspectors of election.\n\n   Unless waived by vote of the shareholders conducted in the manner which is\nprovided in Section 5 of this Article, the inspectors shall make a report in\nwriting of any challenge or question matter which is determined by them, and\nexecute a sworn certificate of any facts found by them.\n\n                                  ARTICLE III\n                              BOARD OF DIRECTORS\n\n   Section 1.  Duties and powers.  The business of the Corporation shall be\nmanaged by or under the direction of the Board of Directors which may exercise\nall such powers of the Corporation and do all such lawful acts and things as are\nnot by law or by the Certificate of Incorporation or by these By-laws directed\nor required to be exercise or done by the shareholders.\n\n \n   Section 2.  Number and Term in Office.  This Section 2 is subject to the\nprovisions in a formal certificate of rights, powers and designations relating\nto the rights of the holders of one or more series of Preferred Stock or other\nprovisions of the Corporation's Certificate of Incorporation. The total number\nof directors constituting the entire Board of Directors shall be not less than\none (1) nor more than ten (10), with the then authorized number of directors\nbeing fixed from time to time solely by or pursuant to a resolution passed by\nthe Board of Directors. A director shall hold office until the annual meeting\nand until his successor shall be elected and shall qualify, subject, however, to\nprior death, resignation, retirement, disqualification or removal from office.\n\n   Section 3.  Vacancies.  This Section 3 is subject to the provisions of the\nCorporation's Certificate of Incorporation. Vacancies and newly created\ndirectorships resulting from any increase in the authorized member of directors\nmay be filled only by action of a majority of the Board of Directors then in\noffice, even if less than a quorum, or by a sole remaining director.  Any\ndirector elected to fill a vacancy not resulting from an increase in the number\nof directors shall have the same remaining term as that of his predecessor. Any\ndirector may resign at any time upon written notice to the Corporation.\n\n   Section 4. Nominations of Directors; Election. This Section 4 is subject to\nthe provisions of the Corporation's Certificate of Incorporation. Nominations\nfor the election of directors may be made by the Board of Directors or a\ncommittee appointed by the Board of Directors, or by any shareholder entitled to\nvote generally in the election of directors who complies with the procedures set\nforth in this Section 4. Directors shall be at least 21 years of age and need\nnot be shareholders. Nominations, other than those made by or at the direction\nof the Board of Directors, shall be made pursuant to timely notice in writing to\nthe Secretary of the Corporation. To be timely, a shareholder's notice shall be\ndelivered to or mailed and received at the principal executive offices of the\nCorporation not less than 60 days nor more than 90 days prior to the meeting;\nprovided, however, that in the event that less than 70 days' notice or prior\npublic disclosure of the date of the meeting is given or made to shareholders,\nnotice by the shareholder to be timely must be so received not later than the\nclose of business on the 10th day following the day on which such notice of the\ndate of the meeting was mailed or such public disclosure was made. Such\nshareholder's notice shall set forth (a) as to each person whom the shareholder\nproposes to nominate for election or re-election as a Director, (i) the name,\nage, business address and residence address of such person, (ii) the principal\noccupation or employment of such person, (iii) the number of shares of the\nCorporation which are beneficially owned by such person, and (iv) any other\ninformation relating to such person that is required to be disclosed in\nsolicitations of proxies for election of Directors, or is otherwise required, in\neach case pursuant to Regulation 14A under the Securities Exchange Act of 1934,\nas amended (including without limitation such persons' written consent to being\nnamed in the proxy statement as a nominee and to serving as a Director if\nelected); and (b) as to the shareholder giving the notice (i) the name and\naddress, as they appear on the Corporation's books, of such shareholder and (ii)\nthe number of shares of the Corporation which are beneficially owned by such\nshareholder. No person shall be eligible for election as a Director of the\nCorporation unless nominated in accordance with the procedures set forth in this\nArticle. The Chairman of the meeting shall, if the facts warrant, determine and\ndeclare to the meeting that a nomination was not made in accordance with the\nprocedures\n\n \nprescribed herein, and if he should so determine, he shall so declare to the\nmeeting and the defective nomination shall be disregarded.\n\n   Section 5.  Meetings.  The Board of Directors of the Corporation may hold\nmeetings, both regular and special, either within or without the State of\nDelaware. The first meeting of each newly-elected Board of Directors shall be\nheld immediately following the Annual Meeting of Stockholders and no notice of\nsuch meeting shall be necessary to be given the newly-elected directors in order\nlegally to constitute the meeting, provided a quorum shall be present. Regular\nmeetings of the Board of Directors may be held without notice at such time and\nat such place as may from time to time be determined by the Board of Directors.\nSpecial meetings of the Board of Directors may be called by the Chairman of the\nBoard, the president or at least two of the directors then in office. Notice\nthereof stating the place, date and hour of the meetings shall be given to each\ndirector by mail, telephone or telegram not less than seventy-two (72) hours\nbefore the date of the meeting. Meetings may be held at any time without notice\nif all the directors are present or if all those not present waive such notice\nin accordance with Section 2 of Article VI of these By-laws.\n\n   Section 6.  Quorum.  Except as may be otherwise specifically provided by law,\nthe Certificate of Incorporation or these By-laws, at all meetings of the Board\nof Directors, a majority of the directors then in office shall constitute a\nquorum for the transaction of business. The act of a majority of the directors\npresent at any meeting at which there is a quorum shall be the act of the Board\nof Directors. If a quorum shall not be present at any meeting of the Board of\nDirectors, the directors present thereat may adjourn the meeting from time to\ntime, without notice other than announcement at the meeting, until a quorum\nshall be present.\n\n   Section 7.  Action of Board Without a Meeting.  Unless otherwise provided by\nthe Certificate of Incorporation or these By-laws, any action required or\npermitted to be taken at any meeting of the Board of Directors of any committee\nthereof may be taken without a meeting if all members of the Board of Directors\nor committee, as the case may be, consent thereto in writing, and the writing or\nwritings are filed with the minutes of proceedings of the Board of Directors or\ncommittee.\n\n   Section 8.  Resignations.  Any director of the Corporation may resign at any\ntime by giving written notice to the president or the secretary. Such\nresignation shall take effect at the date of the receipt of such notice or at\nany later time specified therein and, unless otherwise specified therein, the\nacceptance of such resignation shall not be necessary to make it effective.\n\n   Section 9.  Organization.  At every meeting of the Board of Directors, the\nChairman of the Board, if there be one, or, in the case of a vacancy in the\noffice or absence of the Chairman of the Board, one of the following officers\npresent in the order stated shall act as Chairman of the meeting: the president,\nthe vice presidents in their order of rank and seniority, or a chairman chosen\nby a majority of the directors present. The secretary, or, in his absence, an\nassistant secretary, or in the absence of the secretary and the assistant\nsecretaries, any person appointed by the Chairman of the meeting shall act as\nsecretary.\n\n   Section 10.  Committees.  The Board of Directors may, by resolution passed by\na majority of the directors then in office, designate one or more committees,\neach committee to consist of\n\n \none or more of the directors of the Corporation. The Board of Directors may\ndesignate one or more directors as alternate members of any committee, whom may\nreplace any absent or disqualified member at any meeting of any such committee.\nIn the absence or disqualification of a member of a committee, and in the\nabsence of a designation by the Board of Directors of an alternate member to\nreplace the absent or disqualified member, the member or members thereof present\nat any meeting and not disqualified from voting, whether or not such members\nconstitute a quorum, may unanimously appoint another member of the Board of\nDirectors to act at the meeting in the place of any such absent or disqualified\nmember. Any committee, to the extent allowed by law and provided in the By-laws\nor resolution establishing such committee, shall have and may exercise all the\npowers and authority of the Board of Directors in the management of the business\naffairs of the Corporation, and may authorize the seal of the Corporation to be\naffixed to all papers which may require it. Each committee shall keep regular\nminutes and reports to the Board of Directors when required.\n\n   Section 11.  Compensation.  Unless otherwise restricted by the Certificate of\nIncorporation or these By-laws, the Board of Directors shall have the authority\nto fix the compensation of directors. The directors may be paid their expenses,\nif any, of attendance at each meeting of the Board of Directors and may be paid\na fixed sum for attendance at each meeting of the Board of Directors or a stated\nsalary as director. No such payment shall preclude any director from serving the\nCorporation in any other capacity and receiving compensation therefor. Members\nof special or standing committees may be allowed like compensation for attending\ncommittee meetings.\n\n   Section 12.  Removal. This Section 12 is subject to the provisions of the\nCorporation's Certificate of Incorporation. Except for such directors, if any,\nas are elected by the holders of any series of Preferred Stock separately as a\nclass as provided for or fixed pursuant to the provisions of the Certificate of\nIncorporation, any director of the Corporation may be removed from office only\nfor cause and only by the affirmative vote of the holders of not less than\nsixty-six percent (66%) of the votes which could be cast by holders of all\noutstanding shares of the capital stock of the Corporation entitled to vote\ngenerally in the election of directors, considered for this purpose as one\nclass.\n\n                                  ARTICLE IV\n                                   OFFICERS\n\n   Section 1.  General.  The officers of the Corporation shall be appointed by\nthe Board of Directors and shall consist of a Chairman of the Board or a\nPresident, or both, one or more Vice Presidents, a Treasurer and a Secretary.\nThe Board of Directors may also choose one or more assistant secretaries and\nassistant treasurers, and such other officers and agents as the Board of\nDirectors, in its sole and absolute discretion shall deem necessary or\nappropriate as designated by the Board of Directors from time to time. Any\nnumber of offices may be held by the same person, unless the Certificate of\nIncorporation or these By-laws provide otherwise.\n\n   Section 2.  Election; Term of Office.  The Board of Directors at its first\nmeeting held after each Annual Meeting of Stockholders shall elect a Chairman of\nthe Board or a President, or both, one or more Vice Presidents, a Secretary and\na Treasurer, and may also elect at that meeting or any other meeting, such other\nofficers and agents as it shall deem necessary or appropriate. Each\n\n \nofficer of the Corporation shall exercise such powers and perform such duties as\nshall be determined from time to time by the Board of Directors together with\nthe powers and duties which are customarily exercised by such officer; and each\nofficer of the Corporation shall hold office until such officer's successor is\nelected and qualified or until such officer's earlier resignation or removal.\nAny officer may resign at any time upon written notice to the Corporation. The\nBoard of Directors may at any time, with or without cause, by the affirmative\nvote of a majority of directors then in office, remove an officer.\n\n   Section 3.  Chairman of the Board.  The Chairman of the Board shall preside\nat all meetings of the shareholders and the Board of Directors and shall have\nsuch other duties and powers as may be prescribed by the Board of Directors from\ntime to time.\n\n   Section 4.  President.  The President shall be the chief executive officer of\nthe Corporation, shall have general and active management of the business of the\nCorporation and shall see that all orders and resolutions of the Board of\nDirectors are carried into effect. The President shall have and exercise such\nfurther powers and duties as may be specifically delegated to or vested in the\nPresident from time to time by these By-laws or the Board of Directors. In the\nabsence of the Chairman of the Board or in the event of his inability or refusal\nto act, or if the Board has not designated a Chairman, the President shall\nperform the duties of the Chairman of the Board, and when so acting, shall have\nall the powers and be subject to all of the restrictions upon the Chairman of\nthe Board.\n\n   Section 5.  Vice President.  In the absence of the President or in the event\nof his inability or refusal to act, the Vice President (or in the event that\nthere be more than one vice president, the vice presidents in the order\ndesignated by the Board of Directors, or in the absence of any designation, then\nin the order of their election) shall perform the duties of the President, and\nwhen so acting, shall have all the powers of and be subject to all the\nrestrictions upon the President. The vice presidents shall perform such other\nduties and have such other powers as the Board of Directors or the President may\nfrom time to time prescribe.\n\n   Section 6.  Secretary.  The Secretary shall attend all meetings of the Board\nof Directors and all meetings of the shareholders and record all the proceedings\nthereat in a book or books to be kept for that purpose; the Secretary shall also\nperform like duties for the standing committees when required. The Secretary\nshall give, or cause to be given notice of meetings of the shareholders and\nspecial meetings of the Board of Directors, and shall perform such other duties\nas may be prescribed by the Board of Directors or the President. If the\nSecretary shall be unable or shall refuse to cause to be given notice of all\nmeetings of the shareholders and special meetings of the Board of Directors, and\nif there be no Assistant Secretary, then either the Board of Directors or the\nPresident may choose another officer to cause such notice to be given. The\nSecretary shall have custody of the seal of the Corporation and the Secretary or\nany Assistant Secretary, if there be one, shall have authority to affix same to\nany instrument requiring it and when so affixed, it may be attested to by the\nsignature of the Secretary or by the signature of any such Assistant Secretary.\nThe Board of Directors may give general authority to any other officer to affix\nthe seal of the Corporation and to attest to the affixing by his or her\nsignature. The Secretary shall see that all books, reports, statements,\ncertificates and other documents and records required by law to be kept or filed\nare properly kept or filed, as the case may be.\n\n \n   Section 7.  Treasurer.  The Treasurer shall have the custody of the corporate\nfunds and securities and shall keep complete and accurate accounts of all\nreceipts and disbursements of the Corporation, and shall deposit all monies and\nother valuable effects of the Corporation in its name and to its credit in such\nbanks and other depositories as may be designated from time to time by the Board\nof Directors. The Treasurer shall disburse the funds of the Corporation, taking\nproper vouchers and receipts for such disbursements, and shall render to the\nBoard of Directors, at its regular meetings, or when the Board of Directors so\nrequires, an account of all his or her transactions as Treasurer and of the\nfinancial condition of the Corporation. The Treasurer shall, when and if\nrequired by the Board of Directors, give and file with the Corporation a bond,\nin such form and amount and with such surety or sureties as shall be\nsatisfactory to the Board of Directors, for the faithful performance of his or\nher duties as Treasurer. The Treasurer shall have such other powers and perform\nsuch other duties as the Board of Directors or the President shall from time to\ntime prescribe.\n\n   Section 8.  Other Officers.  Such other officers as the Board of Directors\nmay choose shall perform such duties and have such powers as from time to time\nmay be assigned to them by the Board of Directors. The Board of Directors may\ndelegate to any other officer of the Corporation the power to choose such other\nofficers and to prescribe their respective duties and powers.\n\n   Section 9.  Resignations.  Any officer may resign at any time by giving\nwritten notice to the Board of Directors, the Chairman of the Board, the\nPresident or the Secretary shall be deemed to constitute notice to the\nCorporation. Such resignation shall take effect upon receipt of such notice or\nat any later time specified therein; and, unless otherwise specified therein,\nthe acceptance of such resignation shall not be necessary to make it effective.\n\n   Section 10.  Removal.  Any officer or agent may be removed, either with or\nwithout cause, at any time, by the Board of Directors at any meeting called for\nthat purpose; provided, however, that the President may remove any agent\nappointed by him.\n\n   Section 11.  Vacancies.  Any vacancy among the officers, whether caused by\ndeath, resignation, removal or any other cause, shall be filled in the manner\nwhich is prescribed for election or appointment to such office.\n\n                                   ARTICLE V\n                                     STOCK\n\n   Section 1.  Form of Certificates.  Every holder of stock in the Corporation\nshall be entitled to have a certificate signed, in the name of the Corporation\n(i) by the Chairman of the Board or the President or a Vice President and (ii)\nby the Treasurer or Secretary of the Corporation, certifying the number of\nshares owned by such holder in the Corporation.\n\n   Section 2.  Signatures.  Any or all the signatures on the certificate may be\na facsimile. In case any officer, transfer agent or registrar before such\ncertificate is issued, it may be issued by the Corporation with the same effect\nas if such person were such officer, transfer agent or registrar at the date of\nissue.\n\n \n   Section 3.  Lost Certificates.  The Board of Directors may direct a new\ncertificate to be issued in place of any certificate theretofore issued by the\nCorporation alleged to have been lost, stolen or destroyed, upon the making of\nan affidavit of that fact by the person claiming the certificate of stock to be\nlost, stolen or destroyed. When authorizing such issue of a new certificate, the\nBoard of Directors may, in its discretion and as a condition precedent to the\nissuance thereof, require the owner of such lost, stolen or destroyed\ncertificate, or such owner's legal representative, to advertise the same in such\nmanner as the Board of Directors shall require and\/or to give the Corporation a\nbond in such sum as it may direct as indemnity against any claim that may be\nmade against the Corporation with respect to the certificate alleged to have\nbeen lost, stolen or destroyed.\n\n   Section 4.  Transfers.  Stock of the Corporation shall be transferable in the\nmanner prescribed by law and in these By-laws. Transfers of stock shall be made\non the books of the Corporation only by the person named in the certificate or\nby such person's attorney lawfully constituted in writing and upon the surrender\nof the certificate therefor, which shall be cancelled before a new certificate\nshall be issued.\n\n   Section 5.  Record Date.  In order that the Corporation may determine the\nshareholders entitled to notice of or to vote at any meeting of shareholders or\nany adjournment thereof, or entitled to receive a distribution or share\ndividend, or in order to make a determination of shareholders for any other\nproper purpose, the Board of Directors may fix, in advance, a record date, which\nshall not be more than sixty (60) days and, in the case of a meeting of\nshareholders, not less than ten (10) days before the date of such meeting or\nevent. A determination of shareholders shall apply to any adjournment of the\nmeeting; provided, however, that the Board of Directors may fix a new record\ndate for the adjourned meeting.\n\n   Section 6.  Beneficial Owners.  The Corporation shall be entitled to\nrecognize the exclusive right of a person registered on its books as the owner\nof shares to receive dividends, and to vote as such owner, and to hold liable\nfor calls and assessments a person registered on its books as the owner of\nshares, and shall not be bound to recognize any equitable or other claim to or\ninterest in such share or shares on the part of any other person, whether or not\nit shall have express or other notice thereof, except as otherwise provided by\nlaw.\n\n   Section 7.  Voting Securities Owned by the Corporation.  Powers of attorney,\nproxies, waivers of notice of meeting, consents and other instruments relating\nto securities owned by the Corporation may be executed in the name of and on\nbehalf of the Corporation by the Chairman of the Board, the President, any Vice\nPresident or the Secretary and any such officer may, in the name of and on\nbehalf of the Corporation take all such action as any such officer may deem\nadvisable to vote in person or by proxy at any meeting of security holders of\nany corporation in which the Corporation may own securities and at any such\nmeeting shall possess and may exercise any and all rights and powers incident to\nthe ownership of such securities and which, as the owner thereof, the\nCorporation might have exercised and possessed if present. The Board of\nDirectors may, by resolution, from time to time confer like powers upon any\nother person or persons.\n\n \n                                  ARTICLE VI\n                                    NOTICES\n\n   Section 1.  Notice.  Whenever, under the provisions of the laws of Delaware\nor the Certificate of Incorporation or these By-laws, any notice, request,\ndemand or other communication is required to be or may be given or made to any\nofficer, director, or registered shareholder, it shall not be construed to mean\nthat such notice, request, demand or other communication must be given or made\nin person, but the same may be given or made by mail, telegraph, cablegram,\ntelex, or telecopier to such officer, director or registered shareholder. Any\nsuch notice, request, demand or other communication shall be considered to have\nbeen properly given or made, in the case of mail, telegraph or cable, when\ndeposited in the mail or delivered to the appropriate office for telegraph or\ncable transmission, and in other cases when transmitted by the party giving or\nmaking the same, directed to the officer or director at his address as it\nappears on the records of the Corporation or to a registered shareholder at his\naddress as it appears on the record of shareholders, or, if the shareholder\nshall have filed with the Secretary of the Corporation a written request that\nnotices to him be mailed to some other address, then directed to the shareholder\nat such other address. Notice to directors may also be given in accordance with\nSection 5 of Article III hereof.\n\n   Whenever, under the provisions of the laws of the State of Delaware or the\nCertificate of Incorporation or these By-laws, any notice, request, demand or\nother communication is required to be or may be given or made to the\nCorporation, it shall also not be construed to mean that such notice, request,\ndemand or other communication must be given or made in person, but the same may\nbe given or made to the Corporation by mail, telegraph, cablegram, telex, or\ntelecopier. Any such notice, request, demand or other communication shall be\nconsidered to have been properly given or made, in the case of mail, telegram or\ncable, when deposited in the mail or delivered to the appropriate office for\ntelegraph or cable transmission.\n\n   Section 2.  Waivers of Notice.  Whenever any written notice is required to be\ngiven under the provisions of the Certificate of Incorporation, these By-laws or\na statute, a waiver thereof in writing, signed by the person or persons entitled\nto such notice, whether before or after the time stated therein, shall be deemed\nequivalent to the giving of such notice. Neither the business to be transacted\nat, nor the purpose of, any regular or special meeting of the shareholders,\ndirectors, or members of a committee of directors need be specified in any\nwritten waiver of notice of such meeting.\n\nAttendance of a person, either in person or by proxy at any meeting, without\nprotesting prior to the conclusion of the meeting the lack of notice of such\nmeeting, shall constitute a waiver of notice of such meeting.\n\n                                  ARTICLE VII\n                              GENERAL PROVISIONS\n\n   Section 1.  Dividends.  Dividends upon the capital stock of the Corporation,\nsubject to applicable law and the provisions of the Certificate of\nIncorporation, if any, may be declared by the Board of Directors at any regular\nor special meeting or by any Committee of the Board of\n\n \nDirectors having such authority at any meeting thereof, and may be paid in cash,\nin property, in shares of the capital stock, or in any combination thereof.\nBefore payment of any dividend, there may be set aside out of any funds of the\nCorporation available for dividends such sum or sums as the Board of Directors\nfrom time to time, in its absolute discretion, deems proper as a reserve or\nreserves to meet contingencies, or for equalizing dividends, or for any proper\npurpose, and the Board of Directors may modify or abolish any such reserve.\n\n   Section 2.  Disbursements.  All notes, checks, drafts and orders for the\npayment of money issued by the Corporation shall be signed in the name of the\nCorporation by such officers or such other persons as the Board of Directors may\nfrom time to time designate.\n\n   Section 3.  Corporation Seal.  The corporate seal, if the Corporation shall\nhave a corporate seal, shall have inscribed thereon the name of the Corporation,\nthe year of its organization and the words 'Corporate Seal, Delaware'. The seal\nmay be used by causing it or a facsimile thereof to be impressed or affixed or\nreproduced or otherwise.\n\n\n                                 ARTICLE VIII\n\n                                INDEMNIFICATION\n\n   Section 1.  Mandatory Indemnification of Directors and Officers.  Each person\nwho at any time is or was a director or officer of the Corporation, and who was,\nis or is threatened to be made a party to any threatened, pending or completed\naction, suit or proceeding, whether civil, criminal, administrative, arbitrative\nor investigative (a 'Proceeding,' which shall include any appeal in such a\nProceeding, and any inquiry or investigation that could lead to such a\nProceeding), by reason of the fact that such person is or was a director or\nofficer of the Corporation, or is or was a director or officer of the\nCorporation serving at the request of the Corporation as a director, officer,\npartner, venturer, proprietor, trustee, employee, agent or similar functionary\nof another foreign or domestic corporation, partnership, joint venture, sole\nproprietorship, trust, employee benefit plan or other enterprise shall be\nindemnified by the Corporation to the fullest extent authorized by the Delaware\nGeneral Corporation Law as the same exists or may hereafter be amended from time\nto time (the 'DGCL'), or any other applicable law as may from time to time be in\neffect (but, in the case of any such amendment or enactment, only to the extent\nthat such amendment or law permits the Corporation to provide broader\nindemnification rights than such law prior to such amendment or enactment\npermitted the Corporation to provide), against judgments, penalties (including\nexcise and similar taxes), fines, settlements and reasonable expenses (including\ncourt costs and attorneys' fees) actually incurred by such person in connection\nwith such Proceeding.  The Corporation's obligations under this Section 1\ninclude, but are not limited to, the convening of any meeting, and the\nconsideration of any matter thereby, required by statute in order to determine\nthe eligibility of any person for indemnification.  Expenses incurred in\ndefending a Proceeding shall be paid by the Corporation in advance of the final\ndisposition of such Proceeding to the fullest extent permitted, and only in\ncompliance with, the DGCL or any other applicable laws as may from time to time\nbe in effect.  The Corporation's obligation to indemnify or to prepay expenses\nunder this Section 1 shall arise, and all rights granted hereunder shall vest,\nat the time of the occurrence of the transaction\n\n \nor event to which such proceeding relates, or at the time that the action or\nconduct to which such proceeding relates was first taken or engaged in (or\nomitted to be taken or engaged in), regardless of when such proceeding is first\nthreatened, commenced or completed.  Notwithstanding any other provision of the\nCertificate of Incorporation or these Bylaws, no action taken by the\nCorporation, either by amendment of the Certificate of Incorporation or these\nBylaws or otherwise, shall diminish or adversely affect any rights to\nindemnification or prepayment of expenses granted under this Section 1 which\nshall have become vested as aforesaid prior to the date that such amendment or\nother corporate action is taken.\n\n   Section 2.  Permissive Indemnification of Employees and Agents.  The rights\nto indemnification and prepayment of expenses which are conferred to the\nCorporation's directors and officers by Section 1 of this Article VIII may be\nconferred upon any employee or agent of the Corporation if, and to the extent,\nauthorized by its Board of Directors.\n\n   Section 3.  Indemnity Insurance.  The Corporation shall have power to\npurchase and maintain insurance on behalf of any person who is or was a\ndirector, officer, employee or agent of the Corporation, or is or was serving at\nthe request of the Corporation as a director, officer, partner, venturer,\nproprietor, trustee, employee, agent or similar functionary of another\ncorporation, partnership, joint venture, sole proprietorship, trust, employee\nbenefit plan, or other enterprise, against any liability asserted against him\nand incurred by him in any such capacity or arising out of his status as such,\nwhether or not the Corporation would have the power to indemnify him against\nsuch liability under the provisions of the DGCL.  Without limiting the power of\nthe Corporation to procure or maintain any kind of insurance or other\narrangement, the Corporation may, for the benefit of persons indemnified by the\nCorporation (1) create a trust fund, (2) establish any form of self-insurance,\n(3) secure its indemnity obligation by grant of a security interest or other\nlien on the assets of the Corporation, or (4) establish a letter of credit,\nguaranty or surety arrangement.\n\n                                  ARTICLE IX\n                                  AMENDMENTS\n\n   Except as otherwise specifically stated within an Article to be altered,\namended or repealed these By-laws may be altered, amended or repealed and new\nBy-laws may be adopted at any meeting of the Board of Directors or of the\nshareholders, provided notice of the proposed change was given in the notice of\nthe meeting.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6924],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9573,9574],"class_list":["post-41433","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-boots---coots-international-well-control-inc","corporate_contracts_industries-energy__services","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\/41433","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=41433"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41433"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41433"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41433"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}