{"id":41497,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-bj-services-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-bj-services-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-bj-services-co.html","title":{"rendered":"Bylaws &#8211; BJ Services Co."},"content":{"rendered":"<pre>\n                                       BYLAWS\n                                         OF\n                                BJ SERVICES COMPANY\n\n\n                                     ARTICLE I\n                                          \n                                      Offices\n                                          \n       Section 1. The registered office shall be in the City of Wilmington,\nCounty of New Castle, State of Delaware.\n\n       Section 2. The Corporation may also have offices at such other places\nboth within and without the State of Delaware as the Board of Directors may from\ntime to time determine or the business of the Corporation may require.\n\n                                     ARTICLE II\n                                          \n                              Meetings of Stockholders\n\n       Section 1. All meetings of the stockholders shall be held at such 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.\n       \n       Section 2. An annual meeting of stockholders shall be held on the fourth\nThursday in January in each year, if not a legal holiday, and if a legal\nholiday, then on the next business day following, at 2:00 p.m. or at such other\ndate and time as may be determined from time to time by resolution adopted by\nthe Board of Directors, for the purpose of electing, subject to Article III,\nSection 17 hereof, one class of the directors of the Corporation, and\ntransacting such other business as may properly be brought before the meeting.\n\n       Section 3. A majority of the stock issued and outstanding and entitled to\nvote at any meeting of stockholders, the holders of which are present in person\nor represented by proxy, without regard to class or series, shall constitute a\nquorum for the transaction of business except as otherwise provided by law, by\nthe Certificate of Incorporation of the Corporation (the 'Certificate of\nIncorporation'), or by these Bylaws.  A quorum, once established, shall not be\nbroken by the withdrawal of enough votes to leave less than a quorum and the\nvotes present may continue to transact business until adjournment provided that\nany action taken (other than adjournment) is approved by at least a majority of\nthe shares required to constitute a quorum.  If, however, such quorum shall not\nbe present or represented at any meeting of the stockholders, a majority of the\nvoting stock represented in person or by proxy may adjourn the meeting from \n\n\n\ntime to time, without notice other than announcement at the meeting, until a \nquorum shall be present or represented.  At such adjourned meeting at which a \nquorum shall be present or represented, any business may be transacted which \nmight have been transacted at the meeting as originally noticed.  If the \nadjournment is for more than thirty days, or if after the adjournment a new \nrecord date is fixed for the adjourned meeting, a notice of the adjourned \nmeeting shall be given to each stockholder of record entitled to vote thereat.\n\n       Section 4. When a quorum is present at any meeting, the vote of the\nholders of a majority of the stock having voting power present in person or\nrepresented by proxy and entitled to vote shall decide any question brought\nbefore such meeting, unless the question is one upon which by express provision\nof the statutes or the Certificate of Incorporation or these Bylaws, a different\nvote is required, in which case such express provision shall govern and control\nthe decision of such question.\n\n       Section 5. At each meeting of the stockholders, each stockholder having\nthe right to vote may vote in person or may authorize another person or persons\nto act for him by proxy appointed by an instrument in writing subscribed by such\nstockholder and bearing a date not more than three years prior to said meeting,\nunless said instrument provides for a longer period.  All proxies must be filed\nwith the Secretary of the Corporation at the beginning of each meeting in order\nto be counted in any vote at the meeting.  A proxy shall be deemed signed if the\nstockholder's name is placed on the proxy (whether by manual signature,\ntelegraphic transmission or otherwise) by the stockholder or the stockholder's\nattorney in fact.  Except as otherwise set forth in the Certificate of\nIncorporation, each stockholder shall have one vote for each share of stock\nhaving voting power, registered in his name on the books of the Corporation on\nthe record date set by the Board of Directors as provided in Article V, Section\n6 hereof.\n\n       Section 6. Special meetings of the stockholders, for any purpose, or\npurposes, unless otherwise prescribed by statute or by the Certificate of\nIncorporation, may be called at any time by the Board of Directors or by a\ncommittee of the Board of Directors and whose powers and authority, as provided\nin a resolution of the Board of Directors or in these Bylaws, include the power\nto call meetings.  Special meetings of stockholders of the corporation may not\nbe called by any other person or persons.  Business transacted at any special\nmeeting of stockholders shall be limited to the purposes stated in the notice.\n\n       Section 7. Any notice requested to be given to stockholders by statute,\nthe Certificate of Incorporation or these Bylaws, including notice of any\nmeeting of stockholders, shall be given personally, by first-class mail or by\ntelegraphic communication, charges prepaid, addressed to the stockholder at the\naddress of such stockholder appearing on the books of the Corporation or given\nby the stockholder to the Corporation for the purpose of notice.  If no such\naddress appears on the Corporation's books or has been so given, notice shall be\ndeemed to have been given if sent by first class mail or telegraphic\ncommunication to the Corporation's principal executive office, or if published\nat least once in a newspaper of general circulation in the county where such\nprincipal executive office is located.  Notice shall be deemed to have been\ngiven at the time when delivered personally or deposited in the mail or sent by\ntelegram.\n\n\n                                                                            2\n\n\n       If any notice addressed to a stockholder at the address of such\nstockholder appearing on the books of a Corporation is returned to the\nCorporation by the United States Postal Service marked to indicate that the\nUnited States Postal Service is unable to deliver the notice to the stockholder\nat such address, all further notices shall be deemed to have been duly given\nwithout further mailing if the same shall be available to the stockholder upon\nwritten demand of the stockholder at the principal executive office of the\nCorporation for a period of one year from the date of the giving of such notice.\n\n       Section 8. Attendance of a person at a meeting shall constitute a waiver\nof notice to such person of such meeting, except when the person objects at the\nbeginning of the meeting to the transaction of any business because the meeting\nis not lawfully called or convened, or objects to the consideration of matters\nnot included in the notice of the meeting.\n\n       Section 9. The officer or agent who has charge of the stock ledger of the\nCorporation shall prepare and make, at least ten days before every meeting of\nstockholders, a complete list of the stockholders entitled to vote at the\nmeeting, arranged in alphabetical order, and showing the address of each\nstockholder and the number of shares registered in the name of each stockholder.\nSuch list shall be open to the examination of any stockholder, for any purpose\ngermane to the meeting, during ordinary business hours, for a period of at least\nten days prior to the meeting, either at a place within the city where their\nmeeting is to be held, which place shall be specified in the notice of the\nmeeting, or, if not so specified, at the place where the meeting is to be held. \nThe list shall also be produced and kept open at the time and place of the\nmeeting during the whole time thereof, and may be inspected by any stockholder\nwho is present.  The stock ledger of the Corporation shall be the only evidence\nas to who are the stockholders entitled to examine such list or to vote at any\nmeetings of stockholders.\n\n       Section 10.  No action shall be taken by stockholders except at an annual\nor special meeting of stockholders, and stockholders may not act by written\nconsent.\n\n       Section 11. Before any meeting of stockholders, the Board of Directors\nmay appoint any persons other than nominees for office to act as inspectors of\nelection at the meeting or its adjournment.  If no inspectors of election are so\nappointed, the chairman of the meeting may, and on the request of any\nstockholder or a stockholder's proxy shall, appoint inspectors of election at\nthe meeting.  The number of inspectors shall be either one or three.  If\ninspectors are appointed at a meeting on the request of one or more stockholders\nor proxies, the holders of a majority of shares or their proxies present at the\nmeeting shall determine whether one or three inspectors are to be appointed.  If\nany person appointed as inspector fails to appear or fails or refuses to act,\nthe chairman of the meeting may, and upon the request of any stockholder or a\nstockholder's proxy shall, appoint a person to fill such vacancy.\n\n\n                                                                            3\n\n\nThe duties of these inspectors shall be as follows:\n\n       (a)    Determine the number of shares outstanding and the voting power of\neach, the shares represented at the meeting, the existence of a quorum, and the\nauthenticity, validity and effect of proxies;\n\n       (b)    Receive votes or ballots;\n\n       (c)    Hear and determine all challenges and questions in any way arising\nin connection with the right to vote;\n\n       (d)    Count and tabulate all votes;\n\n       (e)    Determine when the polls shall close;\n\n       (f)    Determine the results; and\n\n       (g)    Do any other acts that may be proper to conduct the election or\nvote with fairness to all stockholders.\n\n       Section 12.  Meetings of the stockholders shall be presided over by the\nChairman of the Board of Directors, or in his absence, by the Vice Chairman, the\nPresident or by any Vice President, or, in the absence of any of such officers,\nby a chairman to be chosen by a majority of the stockholders entitled to vote at\nthe meeting who are present in person or by proxy.  The Secretary, or, in his\nabsence, any person appointed by the Chairman, shall act as secretary of all\nmeetings of the stockholders.\n\n       Section 13.  The order of business at all meetings of stockholders shall\nbe as determined by the chairman of the meeting.\n\n       Section 14.  Notwithstanding anything in these Bylaws to the contrary, no\nbusiness shall be conducted at an annual meeting of the stockholders except in\naccordance with the procedures hereinafter set forth in this Section 14;\nprovided, however, that nothing in this Section 14 shall be deemed to preclude\ndiscussion by any stockholder of any business properly brought before the annual\nmeeting in accordance with said procedures.\n\n       At an annual meeting of the stockholders, only such business shall be\nconducted as shall have been properly brought before the meeting.  To be\nproperly brought before an annual meeting, business must be (1) specified in the\nnotice of meeting (or any supplement thereto) given by or at the direction of\nthe Board, (2) otherwise properly brought before the meeting by or at the\ndirection of the Board, or (3) otherwise properly brought before the meeting by\na stockholder.  In addition to any other applicable requirements, for business\nto be properly brought before an annual meeting by a stockholder, the\nstockholder must have given timely notice thereof in writing to the Secretary of\nthe Corporation.  To be timely, a stockholder's notice \n\n\n                                                                            4\n\n\nmust be delivered to or mailed and received at the principal executive offices\nof the Corporation not less than 90 days prior to the date of the anniversary of\nthe annual meeting of the Corporation's stockholders held in the prior year. \nAny adjournment(s) or postponement(s) of the original meeting whereby the\nmeeting will reconvene within 30 days from the original date shall be deemed for\npurposes of notice to be a continuation of the original meeting and no business\nmay be brought before any such reconvened meeting unless timely notice of such\nbusiness was given to the Secretary of the Corporation for the meeting as\noriginally scheduled.  A stockholder's notice to the Secretary shall set forth\nas to each matter the stockholder proposes to bring before the annual meeting\n(i) a brief description of the business desired to be brought before the annual\nmeeting and their reasons for conducting such business at the annual meeting,\n(ii) the name and record address of the stockholder proposing such business,\n(iii) the class and number of shares of the Corporation which are beneficially\nowned by the stockholder, and (iv) any material interest of the stockholder in\nsuch business.\n\n       The Chairman of an annual meeting shall, if the facts warrant, determine\nand declare to the meeting that business was not properly brought before the\nmeeting in accordance with the provisions of this Section 14, and if he should\nso determine, he shall so declare to the meeting and any such business not\nproperly brought before the meeting shall not be transacted.\n\n       Section 15.  Notwithstanding anything in these Bylaws to the contrary,\nonly persons who are nominated in accordance with the procedures hereinafter set\nforth in this Section 15 shall be eligible for election as directors of the\nCorporation.\n\n       Nominations of persons for election to the Board of Directors of the\nCorporation may be made at a meeting of stockholders only (1) by or at the\ndirection of the Board of Directors or (2) by any stockholder of the Corporation\nentitled to vote for the election of directors at the meeting who complies with\nthe notice of procedures set forth in this Section 15.  Such nominations, other\nthan those made by or at the direction of the Board of Directors, shall be made\npursuant to timely notice in writing to the Secretary of the Corporation.  To be\ntimely, a stockholder's notice shall be delivered to or mailed and received at\nthe principal executive offices of the Corporation not less than 90 days prior\nto the date of the anniversary of the annual meeting of the Corporation's\nstockholders held in the prior year in the case of an annual meeting or, in the\ncase of a special meeting called by the Board of Directors (or by a committee of\nthe Board) for the purpose of electing directors, not more than 10 days\nfollowing the earlier of the date of notice of such special meeting or the date\non which a public announcement of such meeting is made.  Any adjournment(s) or\npostponement(s) of the original meeting whereby the meeting will reconvene\nwithin 30 days from the original date shall be deemed for purposes of notice to\nbe a continuation of the original meeting and no nominations by a shareholder of\npersons to be elected directors of the Corporation may be made at any such\nreconvened meeting other than pursuant to a notice that was timely for the\nmeeting on the date originally scheduled.  Such stockholder's notice shall set\nforth: (i) as to each person whom the stockholder proposes to nominate for\nelection or re-election as a director, all information relating to such person\nthat is required to be disclosed in solicitations of proxies for election of\ndirectors, or is otherwise required, in each case pursuant to Regulation 14A\nunder the Securities Exchange Act of 1934, as amended, or any successor \n\n\n                                                                            5\n\n\nregulation thereto (including such person's written consent to being named in\nthe proxy statement as a nominee and to serving as a director if elected); and\n(ii) as to the stockholder giving the notice (A) the name and address, as they\nappear on the Corporation's books, of such stockholder, and (B) the class and\nnumber of shares of the Corporation which are beneficially owned by such\nstockholder.  At the request of the Board of Directors, any person nominated by\nthe Board of Directors for election as a director shall furnish to the Secretary\nof the Corporation that information required to be set forth in a stockholder's\nnotice of nomination which pertains to the nominee.\n\n       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 prescribed by this Section 15, and if he should so determine, he\nshall so declare to the meeting and the defective nomination shall be\ndisregarded.\n\n                                    ARTICLE III\n                                          \n                                     Directors\n                                          \n       Section 1. The Board of Directors shall consist of a minimum of four (4)\nand a maximum of ten (10) directors.  The number of directors shall be fixed\nfrom time to time within the minimum and the maximum number established by the\nthen elected Board of Directors.  The number of directors until changed by the\nBoard shall be seven (7).  The maximum number of directors may not be increased\nby the Board of Directors to exceed ten (10) without the affirmative vote of 75%\nof the members of the entire Board.  The directors need not be stockholders.  No\nofficer of the Corporation may serve on a board of directors of any company\nhaving a present or retired employee on the Corporation's Board of Directors. \nNo person associated with an organization whose services are contracted by the\nCorporation shall serve on the Corporation's Board of Directors, provided\nhowever that this prohibition may be waived by a majority of the members of the\nwhole Board if the Board in its judgment determines that such waiver would be in\nthe best interest of the Corporation.\n\n       Section 2. The Board of Directors shall be divided into three classes,\nClass I, Class II and Class III.  The number of directors in each class shall be\nthe whole number contained in the quotient arrived at by dividing the authorized\nnumber of directors by three, and if a fraction is also contained in such\nquotient then if such fraction is one-third (1\/3), the extra director shall be a\nmember of Class III, and if the fraction is two-thirds (2\/3), one of the extra\ndirectors shall be a member of Class III and the other a member of Class II. \nEach director shall serve for a term ending on the date of the third annual\nmeeting following the annual meeting at which such director was elected;\nprovided, however, that the directors initially appointed to Class I shall serve\nfor a term ending on the date of the first annual meeting next following\nSeptember 30, 1990, the directors initially appointed to Class II shall serve\nfor a term ending on the date of the second annual meeting next following\nSeptember 30, 1990, and the directors initially appointed to Class III shall\nserve for a term ending on the date of the third annual meeting next following\nSeptember 30, 1990.  One class of the directors shall be elected at each annual\nmeeting of the stockholders.  If any such annual meeting is not held or the\ndirectors are not elected thereat, the directors may be \n\n\n                                                                            6\n\n\nelected at any special meeting of stockholders held for that purpose.  All\ndirectors shall hold office until their respective successors are elected and\nqualified or until their earlier death, resignation or removal.\n\n       Section 3. Directors who are employees of the Corporation must resign\nfrom the Board of Directors at the time of any diminution in their duties or\nresponsibilities as an officer, at the time they leave the employ of the\nCorporation for any reason or on their 70th birthday.  A director's term of\noffice shall automatically terminate on the date of the annual meeting of\nstockholders following: (i) his 70th birthday, or (ii) any fiscal year in which\nhe has failed to attend at least 66% of the meetings of the Board of Directors\nand any committees of the Board of Directors on which such director serves.  The\nrequirements of clause (i) of the preceding sentence shall not apply to a\ndirector who is 71 years old and serving on the Corporation's Board of Directors\nas of December 10, 1998; such person shall be eligible to serve as a director\nuntil the Annual Meeting of Stockholders that takes place in the year 2000.  The\nrequirements of clause (i) of the second sentence of this section shall not\napply to a director who is 69 years old and serving on the Corporation's Board\nof Directors as of December 9, 1999; such person shall be eligible to be\nnominated for election to an additional three-year term at the Annual Meeting of\nStockholders to be held in 2000 and to serve until the end of the three-year\nterm for which he is elected.  Any director may be removed for cause by the\nholders of a majority of the shares of the Corporation entitled to vote in the\nelection of directors; stockholders may not remove any director without cause. \nThe Board of Directors may not remove any director for or without cause, and no\nrecommendation by the Board of Directors that a director be removed for cause\nmay be made to the stockholders except by the affirmative vote of not less than\n75% of the members of the whole Board; provided that the Board may remove any\ndirector who fails to resign as required by the provisions of these Bylaws.\n\n       Section 4. Except as otherwise provided by statute or the Certificate of\nIncorporation, in the case of any increase in the number of directors, such\nadditional director or directors shall be proposed for election to terms of\noffice that will most nearly result in each Class of directors containing \none-third of the entire number of members of the whole Board, and, unless \nsuch position is to be filled by a vote of the stockholders at an annual or \nspecial meeting, shall be elected by a majority vote of the directors in such \nClass or Classes, voting separately by Class.  In the case of any vacancy in \nthe Board of Directors, however created, the vacancy or vacancies shall be \nfilled by majority vote of the directors remaining in the Class in which the \nvacancy occurs or, if only one such director remains, by such director.  In \nthe event one or more directors shall resign, effective at a future date, \nsuch vacancy or vacancies shall be filled as provided herein.  Directors so \nchosen or elected shall hold office for the remaining term of the \ndirectorship to which appointed.  Any director elected or chosen as provided \nherein shall serve for the unexpired term of office or until his successor is \nelected and qualified or until his earlier death, resignation or removal.\n\n       In the event of any decrease in the authorized number of directors, (a)\neach director then serving as such shall nevertheless continue as a director of\nthe class of which he is a member until the expiration of his current term, or\nhis prior death, resignation or removal, and (b) the newly eliminated\ndirectorships resulting from such decrease shall be apportioned by the board of\n\n\n                                                                            7\n\n\ndirectors to such class or classes as shall, so far as possible, bring the\nnumber of directors in the respective classes into conformity with the formula\nin Section 2 hereof as applied to the new authorized number of directors.\n\n       Section 5. The property and business of the Corporation shall be managed\nby or under the direction of its Board of Directors.  In addition to the powers\nand authorities by these Bylaws expressly conferred upon them, the Board may\nexercise all such powers of the corporation and do all such lawful acts and\nthings as are not by statute, by the Certificate of Incorporation or by these\nBylaws directed or required to be exercised or done by the stockholders.\n\n                         Meetings of the Board of Directors\n\n       Section 6. The directors may hold their meetings and have one or more\noffices, and keep the books of the Corporation outside the state of Delaware.\n\n       Section 7. Regular meetings of the Board of Directors may be held without\nnotice at such time and place as shall from time to time be determined by the\nBoard.  Except as otherwise provided by statute, any business may be transacted\nat any regular meeting of the Board of Directors.\n\n       Section 8. Special meetings of the Board of Directors may be called by\nthe Chairman of the Board, the Vice Chairman or the President on at least \nforty-eight hours' notice to each director.  Special meetings shall be called \nby the President or the Secretary in like manner and on like notice on the \nwritten request of any two directors unless the Board consists of only one \ndirector, in which case special meetings shall be called by the President or \nSecretary in like manner and on like notice on the written request of the \nsole director.\n\n       Section 9. At all meetings of the Board of Directors a majority of the\nauthorized number of directors shall be necessary and sufficient to constitute a\nquorum for the transaction of business, and the vote of a majority of the\ndirectors present at any meeting at which there is a quorum, shall be the act of\nthe Board of Directors, except as may be otherwise specifically provided by\nstatute, by the Certificate of Incorporation or by these Bylaws.  If a quorum\nshall not be present at any meeting of the Board of Directors, the directors\npresent thereat may adjourn the meeting from time to time, without notice other\nthan announcement at the meeting, until a quorum shall be present.  If only one\ndirector is authorized, such sole director shall constitute a quorum.  A meeting\nat which a quorum is initially present may continue to transact business\nnotwithstanding the withdrawal of directors, if any action is approved by at\nleast a majority of the required quorum for such meeting.\n\n\n                                                                            8\n\n\n       Section 10.  Unless otherwise restricted by statute, the Certificate of\nIncorporation or these Bylaws, any action required or permitted to be taken at\nany meeting of the Board of Directors or of any committee thereof may be taken\nwithout a meeting, if all members of the Board or committee, as the case may be,\nconsent thereto in writing, and the writing or writings are filed with the\nminutes of proceedings of the Board or committee.\n\n       Section 11. Unless otherwise restricted by the Certificate of\nIncorporation or these Bylaws, members of the Board of Directors, or any\ncommittee designated by the Board of Directors, may participate in a meeting of\nthe Board of Directors, or any committee, by means of conference telephone or\nsimilar communications equipment by means of which all persons participating in\nthe meeting can hear each other, and such participation in a meeting shall\nconstitute presence in person at such meeting.\n\n                              Committees of Directors\n\n       Section 12.  The Board of Directors may, by resolution passed by a\nmajority of the whole Board, designate one or more committees, each such\ncommittee to consist of one or more of the directors of the Corporation.  The\nBoard may designate one or more directors as alternate members of any committee,\nwho may replace any absent or disqualified member at any meeting of the\ncommittee.  If no alternate members have been appointed, the committee member or\nmembers thereof present at any meeting and not disqualified from voting, whether\nor not he or they constitute a quorum, may unanimously appoint another member of\nthe Board of Directors to act at the meeting in the place of any absent or\ndisqualified member.  The Board of Directors shall, by resolution passed by a\nmajority of the whole Board, designate one member of each committee as chairman\nof such committee.  Any such committee, to the extent provided in the resolution\nof the Board of Directors, shall have and may exercise all the powers and\nauthority of the Board of Directors in the management of the business and\naffairs of the Corporation, but no such committee shall have the power or\nauthority to authorize an amendment to the Certificate of Incorporation, adopt\nan agreement of merger or consolidation, recommend to the stockholders the sale,\nlease or exchange of all or substantially all of the Corporation's property and\nassets, recommend to the stockholders a dissolution of the Corporation or a\nrevocation of a dissolution, or amend the Bylaws of the Corporation; and, unless\nthe resolution or the Certificate of Incorporation expressly so provide, no such\ncommittee shall have the power or authority to declare a dividend or to\nauthorize the issuance of stock.\n\n       Section 13.  Special meetings of committees may be called by the Chairman\nof such committee, the Chairman of the Board or the President, on at least 48\nhours notice to each member and alternate member.  Alternate members shall have\nthe right to attend all meetings of the committee.  The Board of Directors may\nadopt rules for the government of any committee not inconsistent with the\nprovisions of these Bylaws.  If a committee is comprised of an odd number of\nmembers, a quorum shall consist of a majority of that number.  If the committee\nis comprised of an even number of members, a quorum shall consist of one-half of\nthat number.  If a committee is comprised of two members, a quorum shall consist\nof both members.\n\n\n                                                                            9\n\n\n       Section 14.  Each committee shall keep regular minutes of its meetings\nand report the same to the Board of Directors when requested.\n\n                             Compensation of Directors\n\n       Section 15.  Unless otherwise restricted by the Certificate of\nIncorporation or these Bylaws, 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\nthe Corporation in any other capacity and receiving compensation therefor. \nMembers of special or standing committees may be allowed like compensation for\nattending committee meetings.\n\n                                  Indemnification\n\n       Section 16. (a) The Corporation shall indemnify every person who is or\nwas a party or is or was threatened to be made a party to any action, suit, or\nproceeding, whether civil, criminal, administrative or investigative, by reason\nof the fact that he is or was a director, officer, employee or agent of the\nCorporation or any of its direct or indirect wholly-owned subsidiaries or, while\na director, officer, employee or agent of the Corporation or any of its direct\nor indirect wholly-owned subsidiaries, is or was serving at the request of the\nCorporation or any of its direct or indirect wholly-owned subsidiaries, as a\ndirector, officer, employee, agent or trustee of another corporation,\npartnership, joint venture, trust, employee benefit plan or other enterprise,\nagainst expenses (including counsel fees), judgments, fines, and amounts paid in\nsettlement actually and reasonably incurred by him in connection with such\naction, suit or proceeding, to the full extent permitted by applicable laws\nprovided that the Corporation shall not be obligated to indemnify any such\nperson against any such action, suit or proceeding which is brought by such\nperson against the Corporation or any of its direct or indirect wholly-owned\nsubsidiaries or the directors of the Corporation or any of its direct or\nindirect wholly-owned subsidiaries, other than an action brought by such person\nto enforce his rights to indemnification hereunder, unless a majority of the\nBoard of Directors of the Corporation shall have previously approved the\nbringing of such action, suit or proceeding.  The Corporation shall indemnify\nevery person who is or was a party or is or was threatened to be made a party to\nany action, suit, or proceeding, whether civil, criminal, administrative or\ninvestigative, by reason of the fact that he is or was licensed to practice law\nand an employee (including an employee who is or was an officer) of the\nCorporation or any of its direct or indirect wholly-owned subsidiaries and,\nwhile acting in the course of such employment committed or is alleged to have\ncommitted any negligent acts, errors or omissions in rendering professional\nlegal services at the request of the Corporation or pursuant to his employment\n(including, without limitation, rendering written or oral legal opinions to\nthird parties) against expenses (including counsel fees), judgments, fines, and\namounts paid in settlement actually and reasonably incurred by him in connection\nwith such action, suit or proceeding, to the full extent permitted by applicable\nlaw; provided that the Corporation shall not be obligated to indemnify any\n\n\n                                                                            10\n\n\nsuch person against any action, suit or proceeding arising out of any \nadjudicated criminal, dishonest or fraudulent acts, errors or omissions of \nsuch person or any adjudicated willful, intentional or malicious acts, errors \nor omissions of such person.\n\n       (b)    Expenses incurred by an officer or director of the Corporation or\nany of its direct or indirect wholly-owned subsidiaries in defending a civil or\ncriminal action, suit or proceeding shall be paid by the Corporation in advance\nof the final disposition of such action, suit or proceeding upon receipt of an\nundertaking by or on behalf of such director or officer to repay such amount if\nit shall ultimately be determined that he is not entitled to be indemnified by\nthe Corporation as authorized in this Section 16.  Such expenses incurred by\nother employees and agents may be so paid upon such terms and conditions, if\nany, as the Board of Directors deems appropriate.\n\n       (c)    The indemnification and advancement of expenses provided by, or\ngranted pursuant to, this Section 16 shall not be deemed exclusive of any other\nrights to which those seeking indemnification or advancement of expenses may be\nentitled under any provision of law, the Corporation's Certificate of\nIncorporation, the Certificate of Incorporation or bylaws or other governing\ndocuments of any direct or indirect wholly owned subsidiary of the Corporation,\nor any agreement, vote of stockholders or disinterested directors or otherwise,\nboth as to action in his official capacity and as to action in another capacity\nwhile holding any of the positions or having any of the relationships referred\nto in this Section 16.\n\n                                     ARTICLE IV\n\n                                      Officers\n\n       Section 1. The officers of the Corporation shall be a Chairman of the\nBoard, a President, a Chief Financial Officer, a Vice President, a Secretary, a\nTreasurer and a Controller.  The Corporation may also have, at the discretion of\nthe Board of Directors, a Vice Chairman of the Board, one or more additional\nVice Presidents, and such other officers as may be appointed in accordance with\nthe provisions of Section 3 of this Article.\n\n       Section 2. The officers of the Corporation, except such officers as may\nbe appointed in accordance with the provisions of Section 3 or Section 5 of this\nArticle, shall be chosen by the Board of Directors, and each shall serve at the\npleasure of the Board, subject to the rights, if any, of any officer under any\ncontract of employment.\n\n       Section 3. The Board of Directors may appoint, and may empower the\nPresident to appoint, such other officers as the business of the Corporation may\nrequire, each of whom shall hold office for such period, have such authority and\nperform such duties as are provided in the Bylaws or as the Board of Directors\nmay from time to time determine.\n\n\n                                                                            11\n\n\n       Section 4. Any officer may be removed, either with or without cause, by\nthe Board of Directors, at any regular or special meeting thereof, or except in\ncase of an officer chosen by the Board of Directors, by any officer upon whom\nsuch power of removal may be conferred by the Board of Directors, provided that\nsuch removal shall not prejudice the remedy of such officer for breach of any\ncontract of employment.\n\n       Any officer may resign at any time by giving written notice to the\nCorporation.  Any such resignation shall take effect on receipt of such notice\nor at any later time specified therein.  Unless otherwise specified therein, the\nacceptance of such resignation shall not be necessary to make it effective.  Any\nsuch resignation is without prejudice to the rights, if any, of the Corporation\nunder any contract to which the officer is a party.\n\n       Section 5. A vacancy in any office because of death, resignation,\nremoval, disqualification or any other cause shall be filled in the manner\nprescribed in these Bylaws for regular appointments to such office.\n\n       Section 6. The Chairman of the Board shall, if present, preside at all\nmeetings of the Board of Directors and of the stockholders, and shall exercise\nand perform such other powers and duties as may be from time to time assigned to\nhim by the Board of Directors or prescribed by the Bylaws.\n\n       Section 7. The Vice Chairman of the Board shall exercise and perform such\npowers and duties as may be from time to time assigned to him by the Board of\nDirectors or prescribed in these Bylaws.  In the absence of the Chairman of the\nBoard, the Vice Chairman of the Board shall preside at all meetings of the\nstockholders and the Board of Directors.\n\n       Section 8. The President shall be the chief executive officer of the\nCorporation and shall, subject to the control of the Board of Directors, have\ngeneral supervision, direction and control of the business and the officers of\nthe Corporation.  In the absence of the Chairman of the Board and the Vice\nChairman of the Board, the President shall preside at all meetings of the\nstockholders and the Board of Directors.  He shall have the general powers and\nduties of management usually vested in the office of President of a Corporation,\nand shall have such other powers and duties as may be prescribed by the Board of\nDirectors or the Bylaws.\n\n       Section 9. In the absence or disability of the President, the Vice\nPresidents, if any, in order of their rank as fixed by the Board of Directors,\nor if not ranked, the Vice President designated by the President, shall perform\nall the duties of the President, and when so acting shall have all the powers\nof, and be subject to all the restrictions upon, the President.  The Vice\nPresidents shall have such other powers and perform such other duties as from\ntime to time may be prescribed for them respectively by the Board of Directors,\nthese Bylaws or the President.\n\n       Section 10.  The Secretary shall keep or cause to be kept, at the\nprincipal office or such other place as the Board of Directors may order, a book\nof minutes of all meetings and actions of directors, committees of directors and\nstockholders, with the time and place of holding, whether \n\n\n                                                                            12\n\n\nregular or special, and, if special, how authorized, the notice thereof given,\nthe names of those present at directors' and committee meetings, the number of\nshares present or represented at stockholders' meetings, and the proceedings\nthereof.\n\n       The Secretary shall keep, or cause to be kept, at the principal office or\nat the office of the Corporation's transfer agent or registrar, a share\nregister, or a duplicate share register, showing the names of all stockholders\nand their addresses, the number and classes of shares held by each, the number\nand date of certificates issued for the same, and the number and date of\ncancellation of every certificate surrendered for cancellation.\n\n       The Secretary shall give, or cause to be given, notice of all meetings of\nthe stockholders and of the Board of Directors required by these Bylaws or by\nlaw to be given, and he shall keep the seal of the Corporation, if one be\nadopted, in safe custody, and shall have such other powers and perform such\nother duties as may be prescribed by the Board of Directors or by the Bylaws.\n\n       Section 11. The Chief Financial Officer shall keep and maintain, or cause\nto be kept and maintained, adequate and correct books and records of accounts of\nthe properties and business transactions of the Corporation, including accounts\nof its assets, liabilities, receipts, disbursements, gains, losses, capital,\nretained earnings and shares.  The books of account shall be open at all times\nto inspection by any director.\n\n       The Chief Financial Officer shall deposit all moneys and other valuables\nin the name and to the credit of the Corporation with such depositaries as may\nbe designated by the Board of Directors.  He shall disburse the funds of the\nCorporation as may be ordered by the Board of Directors, shall render to the\nPresident and Directors, whenever they request it, an account of all of his\ntransactions as Chief Financial Officer and of the financial condition of the\nCorporation, and shall have other powers and perform such other duties as may be\nprescribed by the Board of Directors or these Bylaws.\n\n       Section 12.  The Treasurer and the Controller shall each have such powers\nand perform such duties as from time to time may be prescribed for him by the\nBoard of Directors, the President or these Bylaws.\n\n                                     ARTICLE V\n\n                               Certificates of Stock\n\n       Section 1. Every holder of stock of the Corporation shall be entitled \nto have a certificate signed by, or in the name of the Corporation by, the \nChairman or Vice Chairman of the Board of Directors, or the President or a \nVice President, and by the Secretary or an Assistant Secretary, if one be \nappointed, or the Treasurer or an Assistant Treasurer, if one be appointed, \nof the Corporation, certifying the number of shares represented by the \ncertificate owned by such stockholder in the Corporation.\n\n                                                                            13\n\n\n       Section 2. Any or all of the signatures on the certificate may be a \nfacsimile.  In case any officer, transfer agent or registrar who has signed \nor whose facsimile signature has been placed upon a certificate shall have \nceased to be such officer, transfer agent or registrar before such \ncertificate is issued, it may be issued by the Corporation with the same \neffect as if he were such officer, transfer agent or registrar at the date of \nissue.\n\n       Section 3. If the Corporation shall be authorized to issue more than \none class of stock or more than one series of any class, the powers, \ndesignations, preferences and relative, participating, optional or other \nspecial rights of each class of stock or series thereof and the \nqualification, limitations or restrictions of such preferences and\/or rights \nshall be set forth in full or summarized on the face or back of the \ncertificate which the Corporation shall issue to represent such class or \nseries of stock, provided that, except as otherwise provided by statute, in \nlieu of the foregoing requirements, there may be set forth on the face or \nback of the certificate which the Corporation shall issue to represent such \nclass or series of stock, a statement that the Corporation will furnish \nwithout charge to each stockholder who so requests the powers, designations, \npreferences and relative, participating, optional or other special rights of \neach class of stock or series thereof and the qualifications, limitations or \nrestrictions of such preferences and\/or rights.\n\n                       Lost, Stolen or Destroyed Certificates\n\n       Section 4. The Board of Directors, the Secretary and the Treasurer \neach may direct a new certificate or certificates to be issued in place of \nany certificate or certificates theretofore issued by the Corporation alleged \nto have been lost, stolen or destroyed, upon the making of an affidavit of \nthat fact by the owner of such certificate, or his legal representative.  \nWhen authorizing such issue of a new certificate or certificates, the Board \nof 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 certificates, or his legal representative, to advertise the \nsame in such manner as it shall require and\/or to furnish the Corporation a \nbond in such form and substance and with such surety as it may direct as \nindemnity against any claim that may be made against the Corporation with \nrespect to the Certificate alleged to have been lost, stolen or destroyed.\n\n                                 Transfers of Stock\n\n       Section 5.  Upon surrender to the Corporation, or the transfer agent of\nthe Corporation, of a certificate for shares duly endorsed or accompanied by\nproper evidence of succession, assignation or authority to transfer, it shall be\nthe duty of the Corporation to issue a new certificate to the person entitled\nthereto, cancel the old certificate and record the transaction upon its books.\n\n                                 Fixing Record Date\n\n       Section 6. In order that the Corporation may determine the stockholders\nentitled to notice of or to vote at any meeting of the stockholders, or any\nadjournment thereof, or entitled to receive payment of any dividend or other\ndistribution or allotment of any rights, or entitled to exercise any rights in\nrespect of any change, conversion or exchange of stock or for the purpose \n\n\n                                                                            14\n\n\nof any other lawful action, the Board of Directors may fix a record date \nwhich shall not be more than 60 nor less than 10 days before the date of such \nmeeting, nor more than 60 days prior to any other action.  A determination of \nstockholders of record entitled to notice of or to vote at a meeting of \nstockholders shall apply to any adjournment of the meeting; provided, \nhowever, that the Board of Directors may fix a new record date for the \nadjourned meeting.\n\n                               Registered Stockholder\n\n       Section 7. The Corporation shall be entitled to treat the holder of\nrecord of any share or shares of stock as the holder in fact thereof and,\naccordingly, shall not be bound to recognize any equitable or other claim or\ninterest in such share on the part of any other person, whether or not it shall\nhave express or other notice thereof, save as expressly provided by the laws of\nthe State of Delaware. \n\n                                     ARTICLE VI\n                                          \n                                 General Provisions\n                                          \n                                     Dividends\n                                          \n       Section 1. Dividends upon the capital stock of the Corporation, subject\nto the provisions of the Certificate of Incorporation, if any, may be declared\nby the Board of Directors at any regular or special meeting, pursuant to law. \nDividends may be paid in cash, in property or in shares of the Corporation's\ncapital stock, subject to the provisions of the Certificate of Incorporation.\n\n       Section 2. Before declaration of any dividend, there may be set aside out\nof any funds of the Corporation available for dividends such sum or sums as the\nBoard of Directors from time to time, in their absolute discretion, thinks\nproper as a reserve fund to meet contingencies, or for equalizing dividends, or\nfor repairing or maintaining any property of the Corporation, or for such other\npurpose as the Board of Directors shall think conducive to the interests of the\nCorporation, and the Board of Directors may thereafter abolish any such reserve\nin its absolute discretion.\n\n                                       Checks\n\n       Section 3. All checks, drafts or other orders for payment of money, notes\nor other evidences of indebtedness, issued in the name of or payable to the\nCorporation shall be signed by such officer or officers as the Board of\nDirectors or the President or any Vice President, acting jointly, may from time\nto time designate.\n\n       Section 4. The President, any Vice President, the Secretary or the\nTreasurer may enter into contracts and execute instruments on behalf of the\nCorporation.  The Board of Directors, the President or any Vice President may\nauthorize any officer or officers, and any employee or \n\n\n                                                                            15\n\n\nemployees or agent or agents of the Corporation or any of its subsidiaries, to\nenter into any contract or execute any instrument in the name of and on behalf\nof the Corporation, and such authority may be general or confined to specific\ninstances.\n\n                                    Fiscal Year\n\n       Section 5. The fiscal year of the Corporation shall be October 1 through\nSeptember 30, unless otherwise fixed by resolution of the Board of Directors.\n\n                                      Notices\n\n       Section 6. Whenever, under the provisions of the statutes, the\nCertificate of Incorporation or these Bylaws, notice is required to be given to\nany director, it shall not be construed to require personal notice, but such\nnotice may be given in writing, by mail, addressed to such director, at his\naddress as it appears on the records of the Corporation (unless prior to the\nmailing of such notice he shall have filed with the Secretary a written request\nthat notices intended for him be mailed to some other address, in which case\nsuch notice shall be mailed to the address designated in the request) with\npostage thereon prepaid, and such notice shall be deemed to be given at the time\nwhen the same shall be deposited in the United States mail; provided, however,\nthat, in the case of notice of a special meeting of the Board of Directors, if\nsuch meeting is to be held within seven calendar days after the date of such\nnotice, notice shall be deemed given as of the date such notice shall be\naccepted for delivery by a courier service that provides 'opening of business\nnext day' delivery, so long as at least one attempt shall have been made, on or\nbefore the date such notice is accepted for delivery by such courier service, to\nprovide notice by telephone to each director at his principal place of business\nand at his principal residence.  Notice to directors may also be given by\ntelegram, by personal delivery or telephone.\n\n       Section 7. Whenever any notice is required to be given under the\nprovisions of the statutes, the Certificate of Incorporation or these Bylaws, a\nwaiver thereof in writing, or by telegraph, cable or other written form of\nrecorded communication, signed by the person or persons entitled to said notice,\nwhether before or after the time stated therein, shall be deemed equivalent\nthereto.\n\n                                  Annual Statement\n\n       Section 8. The Board of Directors shall present at each annual meeting,\nand at any special meeting of the stockholders when called for by vote of the\nstockholders, a full and clear statement of the business and condition of the\nCorporation.\n\n\n                                                                            16\n\n\n                                    ARTICLE VII\n                                          \n                                     Amendments\n                                          \n       Section 1. Except any amendment to this Article VII and to Article II,\nSection 6, Article II, Section 10, Article III, Section 1 (as it relates to\nincreases in the number of directors), Article III, Section 2, the last sentence\nof Article III, Section 3 (as it relates to removal of directors), Article III,\nSection 4, Article III, Section 16 and Article VI, Section 6 of these Bylaws, or\nany of such provisions, which shall require approval by the affirmative vote of\ndirectors representing at least 75% of the number of directors provided for in\naccordance with Article III, Section 1, and except as otherwise expressly\nprovided in a bylaw adopted by the stockholders as hereinafter provided, the\ndirectors, by the affirmative vote of a majority of the whole Board and without\nthe assent or vote of the stockholders, may at any meeting, make, repeal, alter,\namend or rescind any of these Bylaws, provided the substance of the proposed\namendment or other action shall have been stated in a notice of the meeting. \n\n       Section 2. These Bylaws may not be altered, amended or rescinded, and new\nBylaws may not be adopted, by the stockholders of the Corporation except by the\nvote of the holders of not less than 75% of the total voting power of all shares\nof stock of the Corporation entitled to vote in the election of directors,\nconsidered for such purpose as one class.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6906],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9573,9574],"class_list":["post-41497","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bj-services-co","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\/41497","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=41497"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41497"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41497"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41497"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}