By-Laws - California Heart Pump Co.
BY-LAWS
-------
OF
--
CALIFORNIA HEAT PUMP COMPANY
----------------------------
ARTICLE I
Offices
-------
Section 1. The name and address of the registered agent in Oklahoma is
Irwin H. Steinhorn, 16 South Pennsylvania', Oklahoma City, Oklahoma, and the
principal office of this Corporation shall be located at Oklahoma City,
Oklahoma, or such other place as the directors may designate.
Section 2. The Corporation may also have offices at such other places as
the business of the Corporation requires.
ARTICLE II
Corporate Seal
--------------
Section 1. The corporate seal shall have inscribed thereon the name of the
Corporation, the year, and the words "Corporate Seal, Oklahoma".
ARTICLE III
Shareholders' Meetings
----------------------
Section 1. The annual meeting of the shareholders shall be held in the
principal office of the Corporation, or at such other place as may be designated
by the Board of Directors.
Section 2. The annual meeting of the shareholders after this year shall be
held at 10:00 a.m. on the second Tuesday in November in each year, when they
shall elect a Board of Directors and transact such other business as may be
properly brought before the meeting.
Section 3. The holders of a majority of the outstanding stock entitled to
vote, present in person or by proxy, shall constitute a quorum, except as
otherwise provided by law, the Articles of Incorporation or by these By-Laws.
Section 4. At each meeting of the shareholders every shareholder shall be
entitled to vote in person, or by written proxy. Each shareholder shall have one
vote for each share of stock entitled to vote, registered in his name on the
books of the Corporation for a period of not less than twenty days prior to such
meeting. All elections shall be had and all questions decided by a majority vote
of those present.
<PAGE>
Section 5. Written notice of the annual meeting shall be mailed to each
shareholder at least ten days prior to the meeting.
Section 6. Special meetings of the shareholders, unless otherwise provided
by statute, may be called by the President, and shall be called by the President
at the request in writing of a majority of the Board of Directors or
shareholders. Any such request shall state the purpose of the meeting.
Section 7. Written notice of all special meetings of the shareholders,
stating the time, place and objects thereof, shall be mailed, at least five days
before such meeting.
ARTICLE IV
Directors
---------
Section 1. The property and business of this Corporation shall be managed
by its Board of Directors, consisting of not less than three nor more than seven
in number. They shall be elected at the annual meetings of the shareholders, and
each director shall be elected to serve until his successor shall be elected and
shall qualify.
Section 2. The directors may hold their meetings and keep the books of the
Corporation at the principal office of the Corporation, or at such other place
or places within or without the State of Oklahoma as they may, from time to
time, determine.
Section 3. In addition to the powers and authorities by these By-Laws
expressly conferred upon them, the directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these By-Laws required to be done by the
shareholders.
Section 4. Any director, whether elected by the shareholders or appointed
by the directors, may be removed from office, with or without cause, at any time
by the shareholders.
ARTICLE V
Compensation of Directors
-------------------------
Section 1. Directors, as such, shall not receive any stated salary for
their services, but by resolution of the Board, a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each meeting of Board;
provided that nothing herein shall preclude any director from serving in any
other capacity and receiving compensation therefor.
2
<PAGE>
ARTICLE VI
Meetings of the Board
---------------------
Section 1. The annual meeting of the Board shall be held immediately
following the annual meeting of the shareholders, and no notice of such meeting
of the Board shall be necessary to the newly elected directors in order to
legally constitute such meeting.
Section 2. Special meetings of the Board may be called by the President on
three days' notice to each director. Special meetings shall be called by the
President in like manner and on like notice on the written request of two
directors.
Section 3. At all meetings of the Board, a majority of the directors shall
constitute a quorum, and the act of a majority of the directors present at any
meeting at which there is a quorum, shall be the act of the Board of Directors,
except as may otherwise be specifically provided by statute, or by the Articles
of Incorporation, or by these By-Laws.
ARTICLE VII
The President
-------------
Section 1. Either the Chief Executive Officer or President shall preside
at all meetings of the shareholders and directors. The President shall have
general and active management of the business of the Corporation in conjunction
with the Chief Executive Officer. He shall see that all orders and resolutions
of the Board are carried into effect, and shall in conjunction with the Chief
Executive Officer nave the general powers and duties of supervision and
management usually vested in the office of President of a Corporation.
ARTICLE VIII
Vice Presidents
---------------
Section 1. Any of the Vice Presidents who may be available shall, in the
absence of disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties as the directors
shall prescribe.
ARTICLE IX
The Treasurer
-------------
Section 1. The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the
3
<PAGE>
Corporation, and shall deposit all monies and other valuable effects in the name
and to the credit fo the Corporation in such depositories as may be designated
by the directors.
ARTICLE X
The Secretary
-------------
Section 1. The Secretary shall attend all sessions of the Board and all
meetings of the shareholders and record all votes and the minutes of all
meetings in a book to be kept for that purpose. He shall give, or cause to be
given, notice of all meetings of the shareholders and of the directors, and
shall perform such other duties as may be prescribed by the President or the
directors, all subject to the supervision of the President.
ARTICLE XI
Vacancies
---------
Section 1. If the office of any director, or of any officer or agent,
becomes vacant by reason of death, resignation, disqualification, removal from
office, or otherwise, the directors may choose a successor who shall hold office
for the unexpired terms in respect of which such vacancy occurred.
ARTICLE XII
Certificate of Stock
--------------------
Section 1. The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or a Vice President and the Secretary or an Assistant Secretary.
ARTICLE XIII
Transfer of Stock
-----------------
Section 1. Transfers of stock shall be made on the books of the
Corporation only by the person named in the certificate or by attorney, lawfully
constituted in writing, and upon surrender of the certificate therefor and a
full and complete compliance with all of the terms and conditions set forth on
such certificate, and in the Articles of Incorporation.
4
<PAGE>
ARTICLE XIV
Registered Shareholders
-----------------------
Section 1. The Corporation shall be entitled to treat the holder of record
of any share or shares as the holder and owner in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof; except as may be otherwise expressly
provided by law.
ARTICLE XV
Fiscal Year
-----------
Section 1. The fiscal year shall be the twelve months ended January 31 of
each year, unless otherwise determined by the directors.
ARTICLE XVI
Dividends
---------
Section 1. Dividends upon the capital stock of the Corporation, when
earned, may be declared by the directors.
ARTICLE XVII
Notices
-------
Section 1. Whenever under any of the provisions of these By-Laws notice is
required to be given to any director, officer or shareholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
depositing the same in the United States mail, postage prepaid, addressed to
such shareholder, officer or director at such address as appears on the records
of the Corporation, or in default of other address, to such director, officer or
shareholder at the general post office in the capitol city of the State of
Oklahoma, and such notice shall be deemed to be given at the time when the same
shall be thus mailed.
Section 2. Any shareholder, director or officer may waive any notice
required to be given under these By-Laws, or by statute, or the Articles of
Incorporation, to the extent permitted by law and by the Articles of
Incorporation.
5
<PAGE>
ARTICLE XVIII
Amendments
----------
Section 1. These By-Laws may be amended, altered, repealed, or revised, at
any meeting of the shareholders by an affirmative vote of a majority of common
stock at any meeting at which there is a quorum present, ro by an affirmative
vote of a majority of the directors present at any meeting at which there is a
quorum present, as the case may be; provided, however, that no change of the
time or place for the election of directors shall be made within sixty days
before the day on which such election is to be held, and that in case of any
change of such time or place, notice thereof, shall be given to each shareholder
entitled to vote, either in person or by letter mailed to his last known post
office address, at least twenty days before the election is held.
DIRECTORS:
________________________________ ________________________________
Jack E. Golsen Barry H. Golsen
________________________________
David R. Goss
6