{"id":41526,"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-halliburton-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-halliburton-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-halliburton-co.html","title":{"rendered":"Bylaws &#8211; Halliburton Co."},"content":{"rendered":"<pre>                               HALLIBURTON COMPANY\n                                     BY-LAWS\n                                   AS AMENDED\n\n\n                                     Offices\n\n         1. The registered  office of the  Corporation  required by the Delaware\nGeneral  Corporation  Law to be maintained in the State of Delaware  shall be in\nthe City of  Wilmington,  County of New Castle,  State of  Delaware,  or at such\nother office  (which need not be a place of business or principal  office of the\nCorporation) as may be designated from time to time by the Board of Directors in\nthe manner provided by law, and the name of the agent in charge thereof shall be\nThe Corporation  Trust Company.  The Corporation  shall also have offices in the\nCities of Dallas and  Houston,  State of Texas,  and at such other places as the\nBoard of Directors may, from time to time, appoint.\n\n                                      Seal\n\n         2. The corporate  seal shall have  inscribed  thereon around the margin\nthe words \"Halliburton Company\" and \"Delaware\" and across the center thereof the\nwords \"Corporate Seal\".\n\n                             Stockholders' Meetings\n\n         3. All meetings of the stockholders for the election of Directors shall\nbe held in the City of  Dallas,  State of Texas,  at such  place as may be fixed\nfrom time to time by the Board of Directors or at such other place either within\nor without the State of Delaware as shall be designated from time to time by the\nBoard of  Directors  and  stated  in the  notice  of the  meeting.  Meetings  of\nstockholders  for any other purpose may be held at such time and place within or\nwithout the State of Delaware, as shall be stated in the notice of the meeting.\n\n                                       1\n\n\n         4. Annual  meetings  of the  stockholders  shall be  held on the  third\nTuesday  in the  month of May each year if not a legal  holiday,  and if a legal\nholiday,  then on the next  succeeding  business  day, at 9:00 a.m.,  or at such\nother date and time as shall be  designated,  from time to time, by the Board of\nDirectors and stated in the notice of meeting, at which time they shall elect by\na  plurality  vote a Board  of  Directors,  in the  manner  provided  for in the\nCertificate of Incorporation, and transact such other business as may be brought\nbefore the meeting.\n\n         5. At an annual meeting of the  stockholders,  only such business shall\nbe  conducted as shall have been  properly  brought  before the  meeting.  To be\nproperly brought before an annual meeting, business must be (i) specified in the\nnotice of meeting (or any  supplement  thereto)  given by or at the direction of\nthe Board,  (ii)  otherwise  properly  brought  before the  meeting by or at the\ndirection of the Board, or (iii) otherwise  properly  brought before the meeting\nby a 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.\nTo be timely, a stockholder's notice must be delivered to or mailed and received\nat the principal executive offices of the Corporation, not less than ninety (90)\ndays prior to the first  anniversary  date of the immediately  preceding  annual\nmeeting  of  stockholders  of the  Corporation.  A  stockholder's  notice to the\nSecretary  shall set forth as to each matter the  stockholder  proposes to bring\nbefore the annual meeting, (a) a brief description of the business desired to be\nbrought before the annual  meeting and the reasons for conducting  such business\nat the  annual  meeting,  (b)  the  name  and  address,  as they  appear  on the\nCorporation's books, of the stockholder  proposing such business,  (c) the class\nand  number of shares of the  Corporation  which are  beneficially  owned by the\nstockholder,   (d)  a  representation   that  the  stockholder  or  a  qualified\n\n                                       2\n\n\nrepresentative of the stockholder  intends to appear in person at the meeting to\nbring the  proposed  business  before the annual  meeting,  and (e) any material\ninterest of the stockholder in such business.\n\n            Notwithstanding  anything   in  the  By-laws  to  the  contrary,  no\nbusiness shall be conducted at the annual meeting except in accordance  with the\nprocedures set forth in this Section 5; provided,  however, that nothing in this\nSection 5 shall be deemed  to  preclude  discussion  by any  stockholder  of any\nbusiness  properly  brought  before the annual  meeting in accordance  with said\nprocedure.\n\n            The Chairman  of an annual  meeting  shall, if  the  facts  warrant,\ndetermine  and declare to the meeting that  business  was not  properly  brought\nbefore the meeting in accordance  with the  provisions of this Section 5, and if\nhe should so determine, he shall so declare to the meeting and any such business\nnot properly brought before the meeting shall not be transacted.\n\n            Notwithstanding  the  foregoing  provisions  of  this  Section  5, a\nstockholder shall also comply with all applicable requirements of the Securities\nand Exchange Act of 1934, as amended, and the rules and regulations  promulgated\nthereunder with respect to the matters set forth in this Section 5.\n\n         6. Only persons who are  nominated  in  accordance  with the  following\nprocedures  shall be eligible for election as Directors.  Nominations of persons\nfor  election  to the Board of  Directors  of the  Corporation  may be made at a\nmeeting of stockholders  (i) by or at the direction of the Board of Directors by\nany  nominating  committee  or  person  appointed  by the  Board  or (ii) by any\nstockholder of the Corporation entitled to vote for the election of Directors at\nthe  meeting  and who  complies  with the  notice  procedures  set forth in this\nSection 6. Such nominations, other than those made by or at the direction of the\nBoard,  shall be made pursuant to timely notice in writing to the Secretary.  To\n\n                                       3\n\n\nbe timely,  a stockholder's  notice shall be delivered to or mailed and received\nat the principal  executive  offices of the  Corporation  (a) with respect to an\nelection to be held at the annual meeting of stockholders,  not less than ninety\n(90)  days  prior to the first  anniversary  date of the  immediately  preceding\nannual meeting of  stockholders  of the  Corporation  and (b) with respect to an\nelection  to be held at a special  meeting of  stockholders,  not later than the\nclose of business on the tenth (10th) day  following  the day on which notice of\nthe date of the special meeting was mailed to stockholders or public  disclosure\nof the date of the  special  meeting  was made,  whichever  first  occurs.  Such\nstockholder's notice to the Secretary shall set forth (x) as to each person whom\nthe stockholder  proposes to nominate for election or re-election as a Director,\n(i) the name, age,  business address and residence  address of the person,  (ii)\nthe principal occupation or employment of the person, (iii) the class and number\nof shares of capital stock of the Corporation  which are  beneficially  owned by\nthe  person,  and (iv) all other  information  relating  to the  person  that is\nrequired to be disclosed in solicitations for proxies for election of Directors,\nor is  otherwise  required,  pursuant  to  Regulation  14A under the  Securities\nExchange Act of 1934 as amended  (including  such  person's  written  consent to\nbeing named in the proxy  statement as a nominee and to serve as a Director,  if\nelected;  and (y) as to the  stockholder  giving  the  notice  (i) the  name and\naddress, as they appear on the Corporation's books, of such stockholder and (ii)\nthe class and number of shares of  capital  stock of the  Corporation  which are\nbeneficially owned by the stockholder.  The Corporation may require any proposed\nnominee to furnish such other  information  as may reasonably be required by the\nCorporation to determine the  eligibility  of such proposed  nominee to serve as\nDirector  of the  Corporation.  Other  than  Directors  chosen  pursuant  to the\n\n                                       4\n\n\nprovisions of Section 13, no person shall be eligible for election as a Director\nof the Corporation  unless nominated in accordance with the procedures set forth\nherein.\n            The   Chairman  of  the   meeting  shall,  if  the  facts   warrant,\ndetermine  and  declare  to the  meeting  that a  nomination  was  not  made  in\naccordance with the foregoing procedure, and if he should so determine, he shall\nso declare to the meeting and the defective nomination shall be disregarded.\n\n            Notwithstanding  the  foregoing  provisions  of  this  Section  6, a\nstockholder shall also comply with all applicable requirements of the Securities\nExchange Act of 1934, as amended, and the rules and regulations  thereunder with\nrespect to the matters set forth in this Section 6.\n\n         7. The  holders  of  a  majority  of  the  voting   stock  issued   and\noutstanding,  present in person,  or  represented  by proxy shall  constitute  a\nquorum at all meetings of the stockholders for the transaction of business.\n\n         8. At each  meeting,  every  stockholder  shall be  entitled to vote in\nperson or by proxy and shall  have one (1) vote for each  share of voting  stock\nregistered  in his name on the stock  books  except as  provided  in  Section 13\nhereof.\n         9. Written  notices of the annual meeting shall be mailed not less than\nten (10) nor more than  sixty (60) days  before the date of the  meeting to each\nstockholder  entitled  to vote at such  meeting  directed  to his  address as it\nappears on the records of the Corporation.\n\n        10. A  complete  list  of  the  stockholders  entitled  to vote  at each\nmeeting of the  stockholders,  arranged in alphabetical  order,  and showing the\naddress of each  stockholder and the number of shares  registered in the name of\neach  stockholder  shall be prepared and shall be open to the examination of any\nstockholder,  for any purpose  germane to the meeting during  ordinary  business\n\n                                       5\n\n\nhours, for a period of at least ten (10) days prior to the meeting,  either at a\nplace  within the city where the  meeting is to be held,  which  place  shall be\nspecified in the notice of meeting, or, if not so specified,  at the place where\nthe meeting is to be held.  The list shall also be produced and kept at the time\nand place of the meeting during the whole time thereof,  and may be inspected by\nany stockholder who is present.\n\n        11. Special  meetings of the stockholders may  be called by the Chairman\nof the Board, the Chief Executive  Officer,  the President (if a Director),  the\nBoard of Directors,  or by  stockholders  owning a majority in the amount of the\nentire stock of the Corporation with voting privileges issued and outstanding.\n\n        12. Written notice of a special meeting of stockholders  shall be mailed\nnot less than ten (10) nor more than  fifty  (50)  days  before  the date of the\nmeeting to each  stockholder  entitled to vote at such  meeting  directed to his\naddress as it appears on the records of the Corporation.\n\n        13. Cumulative  voting shall  not be allowed.  Each stockholder shall be\nentitled, at all elections of Directors of the Corporation,  to as many votes as\nshall equal the number of shares of stock held and owned by him and  entitled to\nvote at such meeting under Article EIGHTH of the  Certificate of  Incorporation,\nas amended, for as many Directors as there are to be elected,  unless such right\nto  vote in such  manner  is  limited  or  denied  by  other  provisions  of the\nCertificate of Incorporation.\n\n            Vacancies caused  by the  death or  resignation of  any Director and\nnewly  created  directorships  resulting  from  any  increase  in the authorized\nnumber  of  Directors  may be  filled  by a vote of at least a  majority  of the\nDirectors then in office, though less than a quorum, and the Directors so chosen\nshall hold office until the next annual meeting of the stockholders.\n\n                                       6\n\n\n                                    Directors\n\n        14. The property and  business of the  Corporation  shall  be managed by\nits Board of Directors. The number of Directors which shall constitute the whole\nBoard  shall not be less than eight (8) nor more than  twenty  (20).  Within the\nlimits  above  specified,  the  number  of  Directors  shall  be  determined  by\nresolution  of the  Board of  Directors  or by the  stockholders  at the  annual\nmeeting.  Each  Director  shall be elected to serve for the term of one (1) year\nand until his successor shall be elected and shall qualify.\n\n        15. The Directors  shall hold  their meetings in Dallas,  Texas,  and at\nsuch  other  places  as they  may  designate,  and may  keep  the  books  of the\nCorporation outside of Delaware,  in the City of Dallas, Texas, or at such other\nplaces as they may, from time to time, determine.\n\n        16. In  addition  to  the  powers  and  authorities  by   these  By-laws\nexpressly  conferred  upon them,  the Board may  exercise all such powers of the\nCorporation  and do all such  lawful  acts and  things as are  permitted  by the\nCertificate of Incorporation and not by statute required to be exercised or done\nby the stockholders.\n\n        17. Each  member of the  Board  shall be paid such fee  as the Board  of\nDirectors may, from time to time, by resolution determine.\n\n                              Meetings of the Board\n\n        18. Immediately  after  each  annual  stockholders'  meeting,  the newly\nelected  Board shall meet and for the ensuing year elect such officers with such\ntitles  and  duties  as may be  necessary  to  enable  the  Corporation  to sign\ninstruments and stock  certificates which comply with Sections 103(a)(2) and 158\nof Chapter 1, General  Corporation Laws of the State of Delaware,  and may elect\n\n                                       7\n\n\nsuch other officers as may be specified in these By-laws or as may be determined\nby the Board and shall  attend to such  other  business  as may come  before the\nBoard.\n\n        19. Regular  meetings  of the  Board may be held without  notice at such\ntime and place as shall be determined by the Board.\n\n        20. At all  meetings  of the  Board,  a majority of  Directors  shall be\nnecessary to constitute a quorum.\n\n        21. Special meetings  of the Board may  be called by the Chairman of the\nBoard, the Chief Executive Officer or the President  (if a  Director)  upon  one\n(1) day's notice to each Director either personally  or in the manner  permitted\nby Section 42 hereof.  Special  meetings  shall be  called  by the  Chairman  of\nthe Board,  the Chief Executive  Officer, the  President or  Secretary  in  like\nmanner and on like notice on the written request of two (2) Directors.\n\n                                    Officers\n\n        22. The officers of the Corporation  shall be a Chairman of the Board, a\nChief Executive  Officer,  a President,  one or more Vice Presidents (any one or\nmore  of  whom  may be  designated  Executive  Vice  President  or  Senior  Vice\nPresident),  a  Secretary,  a Treasurer,  a  Controller,  one or more  Assistant\nSecretaries, one or more Assistant Treasurers, and, if the Board of Directors so\nelects,  one or more Vice Chairmen.  Such officers shall be elected or appointed\nby  the  Board  of  Directors.  All  officers  as  between  themselves  and  the\nCorporation, shall have such authority and perform such duties in the management\nof the  Corporation as may be provided in these  By-laws,  or, to the extent not\nprovided,  as may be  prescribed  by the  Board  of  Directors  or by the  Chief\nExecutive Officer acting under authority delegated to him by the Board.\n\n                                       8\n\n\n        23. The Chairman of the Board  and the Chief Executive  Officer shall be\nmembers of the Board.  The other officers need not be members of the Board.  Any\ntwo (2) or more offices may be held by the same person.\n\n        24. The Board may elect or appoint  such other officers and agents as it\nmay deem necessary,  who shall have such authority and shall perform such duties\nas shall be prescribed by the Board.\n\n        25. The officers of  the Corporation  shall hold office for one (1) year\nfrom date of their  election and until their  successors are chosen and qualify.\nAny officer  elected or appointed by the Board may be removed at any time by the\naffirmative vote of a majority of the whole Board.\n\n                                 Officer Duties\n                              Chairman of the Board\n\n        26. The  Chairman  of the Board  shall  preside at  all  meetings of the\nBoard of  Directors  and  stockholders.  The  Chairman  of the Board  shall have\nauthority to call meetings of the stockholders and the Board of Directors and of\nany  standing or special  committee  appointed  by or upon the  authority of the\nBoard of Directors and shall have such other powers and duties as may, from time\nto time, be prescribed by the Board of Directors.\n\n                             Chief Executive Officer\n\n        27. In the absence or  disability  of  the  Chairman  of the Board,  the\nChief Executive  Officer shall preside at meetings of the  stockholders  and the\nBoard of Directors.  The Chief  Executive  Officer shall have  authority to call\nmeetings of the  stockholders  and the Board of Directors and of any standing or\nspecial committee appointed by or upon authority of the Board of Directors.  The\nChief Executive  Officer shall have the general  management and direction of the\n\n                                       9\n\n\nbusiness and affairs of the Corporation,  subject to the control of the Board of\nDirectors.  Such officer  shall have the power to appoint and  discharge any and\nall agents and employees of the Corporation not elected or appointed directly by\nthe Board of Directors.  The Chief  Executive  Officer shall sign all papers and\ndocuments to which such officer's  signature may be necessary or appropriate and\nshall have such  other  powers  and  duties as  usually  devolve  upon the chief\nexecutive  officer of a corporation,  and such further powers and duties as may,\nfrom time to time, be prescribed for him by the Board of Directors.\n\n                                  Vice Chairman\n\n        28. The Vice Chairman or, if there  be more than one, the Vice Chairmen,\nshall be subject to the  direction  and control of the Chief  Executive  Officer\nand, in turn,  the Board of  Directors.  The Vice  Chairman or, if there be more\nthan one, the Vice  Chairmen,  shall assist the Chief  Executive  Officer in the\ngeneral management and direction of the business and affairs of the Corporation,\nshall sign such papers and  documents  as may be  necessary  or  appropriate  in\nconnection with the operations of the Corporation,  make reports to the Board of\nDirectors and have such further  powers and duties as may, from time to time, be\nprescribed  by the Board of Directors  or the Chief  Executive  Officer.  A Vice\nChairman need not be a Director.\n\n                                    President\n\n        29. The  President  shall   be  the  Chief  Operating  Officer   of  the\nCorporation  and  shall  have  general  management  of  the  operations  of  the\nCorporation,  subject  to the  direction  and  control  of the  Chief  Executive\nOfficer,  and, in turn,  the Board of Directors.  The  President  shall sign all\npapers and  documents  to which such  officer's  signature  may be  necessary or\nappropriate in connection with the operations of the  Corporation,  make reports\nto the Board of Directors  and have such further  powers and duties as may, from\n\n                                       10\n\n\ntime to time,  be  prescribed  by the Board of Directors or the Chief  Executive\nOfficer. In the absence or disability of the Chief Executive Officer, the powers\nand  duties of the Chief  Executive  Officer  shall be vested in the  President;\nprovided,  however, that the President shall not have authority to call meetings\nof the stockholders,  the Board of Directors or the committees  appointed by the\nBoard, or to preside at meetings of the  stockholders or the Board of Directors,\nunless he is also a Director.\n\n                               The Vice Presidents\n\n        30. The  Vice  President  or,  if  there  be  more  than  one,  the Vice\nPresidents shall assist in the management of the business of the Corporation and\nthe implementation of resolutions and orders of the Board of Directors. If there\nbe more than one Vice  President,  the Board of Directors  may  designate one or\nmore of them as Executive Vice President or Senior Vice President among the Vice\nPresidents  and may also grant to such officers and other Vice  Presidents  such\ntitles as shall be  descriptive of their  respective  functions or indicative of\ntheir relative seniority.  The Vice President or, if there be more than one, the\nVice  Presidents,  shall have such other powers and duties as may,  from time to\ntime, be prescribed by the Board of Directors or the Chief Executive Officer.\n\n                      The Secretary and Assistant Secretary\n\n        31. The  Secretary  shall attend all  sessions of the Board of Directors\nand all meetings of the stockholders and record all votes and the minutes of all\nproceedings  in a book to be kept for that  purpose.  The  Secretary  shall have\ncustody of the  corporate  seal and the  Secretary,  or an assistant  secretary,\nshall have authority to affix the same to any instrument  requiring it and, when\nso affixed, it may be attested by the Secretary's  signature or by the signature\n\n                                       11\n\n\nof such  assistant  secretary.  The Secretary  shall give, or cause to be given,\nnotice of all meetings of the  stockholders and special meetings of the Board of\nDirectors,  and shall  have such  other  duties  as may,  from time to time,  be\nassigned by the Board of Directors or the Chief Executive Officer.\n\n            The Assistant Secretary or, if there be more than one, the Assistant\nSecretaries  in the  order  of  their  election  shall,  in the  absence  of the\nSecretary  or in the  event of the  Secretary's  inability  or  refusal  to act,\nperform the duties and exercise the powers of the  Secretary  and shall  perform\nsuch other  duties and have such other  powers as the Board of  Directors or the\nChief Executive Officer may from time to time prescribe.\n\n                      The Treasurer and Assistant Treasurer\n\n        32. The  Treasurer  shall have the custody  of the  corporate  funds and\nsecurities   and  shall  keep  full  and  accurate   accounts  of  receipts  and\ndisbursements.  The Treasurer  shall  distribute the funds of the Corporation as\nmay be ordered by the Board of Directors and shall render to the Chief Executive\nOfficer and Board of Directors,  whenever they may require it, an account of all\nsuch  transactions  and of the  financial  condition  of  the  Corporation.  The\nTreasurer  shall  give the  Corporation  a bond,  if  required  by the  Board of\nDirectors,  in a sum and with sureties  satisfactory  to the Board of Directors.\nThe  Treasurer  shall  have  such  other  duties as may,  from time to time,  be\nassigned by the Board of Directors or the Chief Executive Officer.\n\n            The  Assistant  Treasurer  or, if there  shall be more than one, the\nAssistant Treasurers  in the order  of their  election shall, in  the absence of\nthe  Treasurer or in the event of the  Treasurer's  inability or refusal to act,\nperform the duties and exercise the powers of the  Treasurer  and shall  perform\nsuch duties and have such other  powers as the Board of  Directors  or the Chief\nExecutive Officer may from time to time prescribe.\n\n                                       12\n\n\n                                 The Controller\n\n        33. The  Controller  shall  be  the  chief  accounting  officer  of  the\nCorporation;  shall keep full and accurate accounts of all assets,  liabilities,\ncommitments,  receipts,  disbursements  and other financial  transactions of the\nCorporation and its  subsidiaries in books belonging to the  Corporation;  shall\ncause  regular  audits of such books and  records  to be made and shall  furnish\nfinancial  statements  and reports as, from time to time, may be required by the\nBoard of Directors  or the Chief  Executive  Officer;  and shall have such other\nduties as may,  from time to time,  be assigned by the Board of Directors or the\nChief Executive Officer.\n\n                                    Vacancies\n\n        34. If any  office of  the  Corporation  is vacant for any  reason,  the\nBoard of  Directors  may  choose a  successor,  who shall  hold  office  for the\nunexpired  term,  or the powers or duties of any such office may be delegated as\nthe Board may determine.\n\n                       Duties of Officers May Be Delegated\n\n        35. In case of the absence, inability  or refusal to act of any officer,\nthe Board may  delegate  the  powers  or  duties  of such  officer  to any other\nofficer, for the time being.\n\n                                  Capital Stock\n\n\n        36.(a) Shares.  The shares  of the Corporation  shall be  represented by\ncertificates or shall be uncertificated.  Each registered holder of shares, upon\nrequest to the  Corporation,  shall be  provided  with a  certificate  of stock,\nrepresenting  the  number  of shares  owned by such  holder.  Absent a  specific\nrequest for such a certificate  by the registered  owner or transferee  thereof,\nall shares shall be  uncertificated  upon the original  issuance  thereof by the\nCorporation or upon the surrender of the certificate representing such shares to\nthe Corporation.\n\n                                       13\n\n\n           The  Board  of  Directors  shall  have  power  and  authority to make\nsuch  rules and  regulations  as it may deem  expedient  concerning  the  issue,\ntransfer and registration of uncertificated shares or certificates for shares of\nstock of the Corporation.\n\n           (b) Certificates  For Shares of  Stock.  The  certificates for shares\nof stock of  the Corporation  shall be in such form,  not inconsistent  with the\nCertificate  of   Incorporation,  as   shall  be  approved   by  the   Board  of\nDirectors.  All  certificates  shall be signed by the Chairman of the Board, the\nPresident or any Vice President,  and by the Secretary or an Assistant Secretary\nof the  Corporation  and  countersigned  by an  independent  transfer  agent and\nregistered by an  independent  registrar.  Any or all of the  signatures  may be\nfacsimiles  unless the regulations of the New York Stock Exchange then in effect\nshall require to the contrary.\n\n           In case  any  officer,  transfer  agent or  registrar  who has signed\nor whose  facsimile  signature  has been placed upon a  certificate  shall cease\nto be such  officer, transfer  agent or  registrar before  such  certificate  is\nissued,  it may nevertheless be issued and delivered by the Corporation with the\nsame effect as if he were such officer,  transfer agent or registrar at the date\nof issue.\n\n           All certificates for shares of stock  shall be consecutively numbered\nas the same  are issued.  The name of  the person owning the  shares represented\nthereby with the  number of such  shares and the  date of issue thereof shall be\nentered on the books of the Corporation.\n\n           (c) Statements  Relating   to  Uncertificated   Shares.   Within  two\nbusiness days after uncertificated shares have been registered,  the Corporation\nor its  transfer  agent  shall send to the  registered  owner  thereof a written\nstatement containing a description of the issue of which such shares are a part,\nthe  number  of  shares  registered,  the date of  registration  and such  other\ninformation as may be required or appropriate.\n\n                                       14\n\n\n                               Transfer of Shares\n\n        37. Upon  surrender  to the  Corporation  or the  transfer  agent of the\nCorporation  of a certificate  for shares duly endorsed or accompanied by proper\nevidence of succession,  assignation or authority to transfer,  the  Corporation\nshall issue or cause to be issued  uncertificated shares or, if requested by the\nappropriate person, a new certificate to the person entitled thereto, cancel the\nold  certificate  and record the  transaction  upon its books.  Upon  receipt of\nproper transfer instructions from the registered owner of uncertificated shares,\nsuch  uncertificated  shares shall be canceled  and  issuance of new  equivalent\nuncertificated  shares  shall be made to the  person  entitled  thereto  and the\ntransaction shall be recorded upon the books of the Corporation.\n\n                                  Record Dates\n\n        38. In order  that  the  Corporation  may   determine  the  stockholders\nentitled  to  notice  of or to  vote  at  any  meeting  of  stockholders  or any\nadjournment  thereof,  or to  express  consent  to  corporate  action in writing\nwithout a meeting,  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 of any\nother lawful action,  the Board may fix, in advance,  a record date, which shall\nnot be more than sixty (60) nor less than ten (10) days  before the date of such\nmeeting,   nor  more  than  sixty  (60)  days  prior  to  any  other  action.  A\ndetermination  of  stockholders  of record entitled to notice of or to vote at a\nmeeting of stockholders shall apply to any adjournment of the meeting; provided,\nhowever, that the Board may fix a new record date for the adjourned meeting.\n\n                                       15\n\n\n                           Checks and Debt Instruments\n\n        39. All checks, unless otherwise directed  by the Board, shall be signed\nby the Treasurer or Assistant Treasurer and countersigned by the Chief Executive\nOfficer,  President,  any Vice  President or the  Controller.  The  Treasurer or\nAssistant Treasurer, Chief Executive Officer, President, any Vice President, the\nController,  or any one of them,  may appoint such  officers or employees of the\nCorporation as the one or ones so making the appointment shall deem advisable to\naudit and approve  Corporation  vouchers and checks and to sign such checks with\nan approved  mechanical  check-signer.  Any officer or employee so designated to\naudit,  approve or sign checks shall execute a bond to the  Corporation  in such\namount as the Directors,  from time to time,  may  designate,  and with sureties\nsatisfactory to the Directors. All notes, debentures and bonds, unless otherwise\ndirected by the Board, or unless  otherwise  required by law, shall be signed by\nthe Treasurer or Assistant  Treasurer and  countersigned  by the Chief Executive\nOfficer, President or any Vice President.\n\n                                    Dividends\n\n        40. Dividends upon the  capital stock,  when earned,  may be declared by\nthe Board at any regular or special meeting.\n\n        41. Before payment of any dividend, there shall  be set aside out of the\nsurplus or net  profits of the  Corporation  such sum or sums as the  Directors,\nfrom time to time, think proper as a reserve fund to meet contingencies,  or for\nsuch other  purposes as the Directors  shall think  conducive to the interest of\nthe Corporation.\n\n                                       16\n\n\n                                     Notice\n\n        42. Whenever, under the provisions of  these By-laws, notice is required\nto be given by the  Corporation,  such  notice  shall be in writing and shall be\ngiven (and shall be deemed to be duly received at the time so given) by personal\ndelivery,  by telecopy (with  confirmation),  by express  courier  service or by\nmail, postage prepaid, to the person to whom notice is required, at such address\nas appears on the  records of the  Corporation  or to such  person's  telecopier\nnumber.  Notice  may also be given by  electronic  mail to the  electronic  mail\naddress provided to the Corporation by such person, which notice shall be deemed\nto have been given when sent or transmitted.\n\n        43. Any stockholder,  Director or officer may  waive any notice required\nto be given under these By-laws.\n\n                         Amendment or Repeal of By-laws\n\n        44. These By-laws may be altered or repealed at any regular  meeting  of\nthe  stockholders,  or at any  special  meeting of the  stockholders  at which a\nquorum is present or represented,  provided notice of the proposed alteration or\nrepeal be contained in the notice of such special  meeting,  by the  affirmative\nvote of the  majority of the  stockholders  entitled to vote at such meeting and\npresent or represented  thereat,  or by the affirmative  vote of the majority of\nthe Board of  Directors at any regular  meeting of the Board,  or at any special\nmeeting  of the  Board,  if  notice  of the  proposed  alteration  or  repeal be\ncontained  in the notice of such special  meeting;  provided,  however,  that no\nchange  in these  By-laws  setting  the time or  place  of the  meeting  for the\nelection of  Directors  shall be made within sixty (60) days next before the day\non which such meeting is to be held, and that in case of any change in such time\n\n                                       17\n\n\nor place,  notice  thereof  shall be given to each  stockholder  in person or by\nletter  mailed to his last known post office  address at least  twenty (20) days\nbefore the meeting is held.\n\n                       Provisions for National Emergencies\n\n        45. During periods of emergency  resulting from  an attack on the United\nStates or on a  locality  in which the  Corporation  conducts  its  business  or\ncustomarily  holds  meetings of its Board of Directors or its  stockholders,  or\nduring  any  nuclear  or  atomic  disaster,  or  during  the  existence  of  any\ncatastrophe,  or other similar  emergency  condition,  the following  provisions\nshall apply  notwithstanding  any different  provisions  elsewhere  contained in\nthese By-laws:\n\n            (a) Whenever,  during  such  emergency  and  as a  result thereof, a\nquorum of the Board of Directors or a standing  committee thereof cannot readily\nbe convened  for  action,  a meeting of such Board or  committee  thereof may be\ncalled by any  officer or  Director by a notice of the time and place given only\nto such of the  Directors as it may be feasible to reach at the time and by such\nmeans as may be  feasible  at the time,  including  publications  or radio.  The\nDirector or Directors in attendance  at the meeting  shall  constitute a quorum;\nprovided,  however,  that the  officers or other  persons  present who have been\ndesignated  on a list  approved by the Board before the  emergency,  all in such\norder of priority and subject to such  conditions and for such period of time as\nmay be provided in the resolution approving such list, or in the absence of such\na resolution, the officers of the Corporation who are present, in order of rank,\nand within the same rank in order of seniority,  shall to the extent required to\nprovide a quorum be deemed Directors for such meeting.\n\n            (b) The Board,  either before  or during  any  such  emergency,  may\nprovide,  and from time to time modify,  lines of  succession  in the event that\n\n                                       18\n\n\nduring such emergency any or all officers or agents of the Corporation shall for\nany reason be rendered incapable of discharging their duties.\n\n            (c) The Board  either before  or during  any  such  emergency,  may,\neffective  in the  emergency,  change  the  head  office  or  designate  several\nalternative  head offices or regional  offices,  or authorize the officers so to\ndo.\n\n            (d) No officer,  Director or  employee  acting  in  accordance  with\nthis article shall be liable except for willful misconduct.\n\n            (e) To  the  extent  not   inconsistent  with   this  article,   all\nother  articles of these  By-laws  shall remain in effect  during any  emergency\ndescribed  in this  article  and upon its  termination  the  provisions  of this\narticle covering the duration of such emergency shall cease to be operative.\n\n                        Divisions and Divisional Officers\n                            Groups and Group Officers\n\n        46.(a) Divisions  of  the  Corporation  may   be  formed,  and  existing\ndivisions dissolved, by resolution of the Board of Directors of the  Corporation\nor through designation in writing by the Chief Executive Officer.\n\n           The Chief  Executive Officer, or  his  delegate,  shall supervise the\nmanagement  and operations  of its  divisions and  shall have  the authority  to\nappoint  the  officers  thereof  and the  power to  remove  them and to fill any\nvacancies.\n\n           To the extent not  inconsistent with these By-laws or a resolution of\nthe Board of  Directors of the  Corporation, the officers of each division shall\nperform such duties  and have such  authority with  respect to  the business and\naffairs of  that division as  may be  granted, from  time to  time, by the Chief\nExecutive Officer,  or his  delegate.  With  respect  to  the  affairs  of  such\n\n                                       19\n\n\ndivision  and in the  regular course  of business  of  such  division,  officers\nof each  division  may sign  contracts  and other  documents  in the name of the\ndivision, where so authorized;  provided,  however, subject to the provisions of\nthe next succeeding sentence of this paragraph,  that an officer of one division\nshall not have authority to bind any other division of the  Corporation,  nor to\nbind the Corporation,  except as to the normal and usual business and affairs of\nthe division of which he is an officer.  Notwithstanding  the  provisions of the\npreceding sentence, if a division of the Corporation is formed to provide shared\nservices for the Corporation and\/or its operating units, officers, to the extent\nthat and with  respect  to  matters  to which  they  have  been  delegated  such\nauthority in writing by the Chief Executive Officer or his delegate, may execute\ncontracts  in the  name of and  bind the  Corporation  or any of its  divisions;\nprovided,  however,  that no  officer of a  division  formed to  perform  shared\nservices  shall  contract in the name of or otherwise bind a subsidiary or other\nlegal entity in which the  Corporation  owns an interest  with respect to shared\nservices  matters unless such officer of such division taking such action (i) is\nan officer of such  subsidiary or such other legal entity and is duly authorized\nto take such  action in the name of and on  behalf of such  subsidiary  or other\nlegal  entity or (ii) takes such  action on behalf of such  subsidiary  or other\nlegal entity  pursuant to the grant of a duly  authorized  power of attorney.  A\ndivisional officer, unless specifically elected to one of the designated offices\nof the Corporation, shall not be construed as an officer of the Corporation.\n\n           (b) To facilitate the  attainment of  certain goals and objectives by\nvarious  divisions  and  subsidiaries  of  the  Corporation  engaged  in  common\npursuits or in activities within the same or similar areas of business activity,\na  group  or  groups  of  such  subsidiaries  and  divisions  may  be  formed by\n\n                                       20\n\n\nresolution of the Board of Directors of the  Corporation or through  designation\nin writing by the Chief Executive Officer, or his delegate.\n\n           The   activities  of  any  such  group  shall  be  administered   and\ncoordinated by the officers of the group and, if desired by the Chief  Executive\nOfficer, or his delegate,  by an operating committee.  In such event, the number\nof  members  of such  operating  committee  shall  be  determined  by the  Chief\nExecutive  Officer,  or his delegate,  who shall appoint the members thereof and\nhave the power to remove them and substitute  other  members.  The duties of any\nsuch operating  committee shall be to aid in the administration and coordination\nof group  activities and to consult with and advise the officers of the group in\nachieving goals and objectives of such group.\n\n           Officers  of  a   group  established  pursuant  to   the   provisions\nhereof may include a  chairman,  a  president,  one or more vice  presidents,  a\ntreasurer,  a secretary and such other officers as may facilitate  operations of\nthe  group.  The  Chief  Executive  Officer,  or his  delegate,  shall  have the\nauthority to appoint the officers of a group and the power to remove them and to\nfill any  vacancies.  To the extent  not  inconsistent  with these  By-laws or a\nresolution  of the Board of Directors of the  Corporation,  the officers of each\ngroup shall have such duties and authority  with respect to the  activities  and\naffairs  of the  group  as may be  granted,  from  time to  time,  by the  Chief\nExecutive Officer, or his delegate.\n\n           Contracts  may  not  be  entered  into  in  the  name  of  any group,\nbut any officer of the group,  where so  authorized,  may execute  contracts and\nother  documents in the name of the  Corporation on behalf of the members of the\ngroup  or any  division  of the  Corporation  that  is a  member  of the  group;\nprovided,  however, that in no case shall an officer of the group have authority\nto bind the  Corporation  except as to the normal and usual business and affairs\n\n                                       21\n\n\nof the group of which he or she is an officer; and provided further that a group\nofficer  may not execute  contracts  for any  subsidiary  who is a member of the\ngroup unless (i) he or she executes  the same under a duly  authorized  power of\nattorney or (ii) he or she is also an officer of such  subsidiary  and  executes\nthe contract in such capacity.\n\n                                 Indemnification\n\n        47.(a) Each person who  was or is made a party  or is  threatened  to be\nmade a party to or is involved in any action, suit or proceeding, whether civil,\ncriminal,  administrative  or  investigative  (hereinafter a  \"proceeding\"),  by\nreason of the fact that he or she is or was or has  agreed to become a  director\nor officer of the Corporation or is or was serving or has agreed to serve at the\nrequest of the Corporation as a director or officer of another corporation or of\na partnership, joint venture, trust or other enterprise,  including service with\nrespect to  employee  benefit  plans,  whether the basis of such  proceeding  is\nalleged action in an official  capacity as a director or officer or in any other\ncapacity  while serving or having agreed to serve as a director or officer shall\nbe  indemnified  and held  harmless by the  Corporation  to the  fullest  extent\nauthorized by the Delaware  General  Corporation  Law, as the same exists or may\nhereafter  be  amended,  (but,  in the case of any such  amendment,  only to the\nextent  that  such  amendment   permits  the   Corporation  to  provide  broader\nindemnification  rights than said law permitted the Corporation to provide prior\nto such amendment) against all expense, liability and loss (including attorneys'\nfees,  judgments,  fines, ERISA excise taxes or penalties and amounts paid or to\nbe paid in  settlement)  reasonably  incurred  or  suffered  by such  person  in\nconnection therewith and such indemnification  shall continue as to a person who\nhas ceased to serve in the  capacity  which  initially  entitled  such person to\nindemnity  hereunder  and  shall  inure  to the  benefit  of  his or her  heirs,\nexecutors and  administrators;  provided,  however,  that the Corporation  shall\n\n                                       22\n\n\nindemnify  any  such  person  seeking   indemnification  in  connection  with  a\nproceeding  (or part thereof)  initiated by such person only if such  proceeding\n(or part thereof) was  authorized by the Board of Directors of the  Corporation.\nThe right to  indemnification  conferred  in this Section 47 shall be a contract\nright and shall  include the right to be paid by the  Corporation  the  expenses\nincurred in defending any such  proceeding in advance of its final  disposition;\nprovided,  however,  that, if the Delaware General Corporation Law requires, the\npayment  of such  expenses  incurred  by a  director  or  officer  in his or her\ncapacity  as a  director  or  officer  (and not in any other  capacity  in which\nservice  was or is  rendered  by  such  person  while  a  director  or  officer,\nincluding,  without limitation,  service to an employee benefit plan) in advance\nof the final  disposition  of a proceeding,  shall be made only upon delivery to\nthe Corporation of an undertaking,  by or on behalf of such director or officer,\nto repay all amounts so advanced if it shall  ultimately be determined that such\ndirector or officer is not  entitled  to be  indemnified  under this  Section or\notherwise.\n\n           (b) If  a  claim  under  Paragraph  (a)  of  this  Section  47 is not\npaid in full by the  Corporation  within  ninety days after a written  claim has\nbeen received by the Corporation,  the claimant may at any time thereafter bring\nsuit against the  Corporation  to recover the unpaid amount of the claim and, if\nsuccessful in whole or in part,  the claimant  shall be entitled to be paid also\nthe expense of prosecuting  such claim. It shall be a defense to any such action\n(other  than an action  brought  to  enforce a claim for  expenses  incurred  in\ndefending any proceeding in advance of its final  disposition where the required\nundertaking,  if any is required, has been tendered to the Corporation) that the\nclaimant has not met the  standards of conduct which make it  permissible  under\nthe Delaware  General  Corporation  Law for the  Corporation  to  indemnify  the\n\n                                       23\n\n\nclaimant for the amount claimed, but the burden of proving such defense shall be\non the Corporation.  Neither the failure of the Corporation (including its Board\nof Directors,  independent  legal counsel,  or its  stockholders) to have made a\ndetermination  prior to the commencement of such action that  indemnification of\nthe  claimant  is  proper  in the  circumstances  because  he or she has met the\napplicable  standard of conduct set forth in the  Delaware  General  Corporation\nLaw, nor an actual  determination  by the  Corporation  (including  its Board of\nDirectors, independent legal counsel, or its stockholders) that the claimant has\nnot met such applicable standard of conduct, shall be a defense to the action or\ncreate a presumption  that the claimant has not met the  applicable  standard of\nconduct.\n\n           (c) The   right  to   indemnification  and    the   advancement   and\npayment of expenses  conferred  in this Section 47 shall not be exclusive of any\nother right which any person may have or hereafter acquire under any law (common\nor statutory), provision of the Certificate of Incorporation of the Corporation,\nBy-law, agreement, vote of stockholders or disinterested directors or otherwise.\n\n           (d) The  Corporation  may  maintain  insurance,  at  its  expense, to\nprotect  itself and any person who is or was serving as a director or officer of\nthe  Corporation  or is or was  serving at the request of the  Corporation  as a\ndirector or officer of another corporation, partnership, joint venture, trust or\nother  enterprise  against any expense,  liability  or loss,  whether or not the\nCorporation  would have the power to indemnify such person against such expense,\nliability or loss under the Delaware General Corporation Law.\n\n           (e) If   this   Section   47  or   any   portion   hereof   shall  be\ninvalidated  on any  ground by any  court of  competent  jurisdiction,  then the\nCorporation  shall  nevertheless  indemnify  and hold  harmless each director or\nofficer  of  the  Corporation  as to  costs,  charges  and  expenses  (including\nattorneys' fees),  judgments,  fines and amounts paid in settlement with respect\n\n                                       24\n\n\nto any action, suit or proceeding,  whether civil,  criminal,  administrative or\ninvestigative  to the full extent  permitted by any  applicable  portion of this\nSection 47 that shall not have been invalidated and to the full extent permitted\nby applicable law.\n\nRevised effective May 16, 2000\n\n                                       25\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712],"corporate_contracts_industries":[9413],"corporate_contracts_types":[9573,9574],"class_list":["post-41526","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-halliburton-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\/41526","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=41526"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41526"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41526"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41526"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}