Written Consent of the Board of Directors of Geopetro Resources Company

Exhibit 3.2

 

WRITTENCONSENT OF

THEBOARD OF DIRECTORS

OF

GEOPETRORESOURCES COMPANY

 

The undersigned, being all of the directors ofGEOPETRO RESOURCES COMPANY (“the Corporation”) and acting pursuant to theBylaws of the Corporation and Section 307(b) of the General Corporation Law ofthe State of California, hereby adopt and approve the resolutions set forthbelow, which shall have the same force and effect as if adopted or approved ata duly called, noticed and held meeting of the Corporation’s Board of Directors.

 

BYLAWSAMENDMENTS

 

RESOLVED, that Article 4.08 of the Corporation’sBylaws is hereby amended to read in its entirety as follows:

 

Chief Financial Officer. The Chief Financial Officer shall keep andmaintain, or cause to be kept and maintained, adequate and correct books andrecords of accounts of the properties and business transactions of thecorporation, including accounts of its assets, liabilities, receipts,disbursements, gains, losses, capital, retained earnings, and shares.

 

TheChief Financial Officer shall deposit all money and other valuable in the nameand to the credit of the corporation with such depositaries as may bedesignated by the Board of Directors. The Chief Financial Officer shalldisburse the funds of the corporation as may be ordered by the Board ofDirectors, shall render to the President and directors, whenever they requestit, an account of all of his or her transactions as Chief Financial Officer andof the financial condition of the corporation, and hall have such other powersand perform such other duties as may be prescribed by the Board of Directors orthese Bylaws.

 

RESOLVED, FURTHER, that the following new Section 4.09is hereby added to the Bylaws:

 

Treasurer. At the request of the Chief Financial Officer or in the case of theChief Financial Officer’s absence or disability, the Treasurer shall performall the duties of the Chief Financial Officer and for these purposes shall actwithin the Chief Financial Officer’s scope of authority. The Treasurer shallalso perform any other duties that may from time to time be assigned to them bythe Board of Directors or by the Chief Financial Officer.

 

RESOLVED, FURTHER, that thelast section of Bylaws Article IV, SubordinateOfficers, is hereby redesignated Section 4.10.

 

ELECTIONOF OFFICERS

 

WHEREAS, the amendments to the Bylaws adopted in thisWritten Consent have separated the offices of Chief Financial Officer andTreasurer; and

 

WHEREAS, for health andpersonal reasons, Virginia Sy has resigned as Secretary of the Corporation.

 

NOW, THEREFORE, BE ITRESOLVED that the following persons are hereby elected to serve as officers ofthe Corporation until the next annual meeting of the Board or until theirsuccessors are duly elected and qualified:

 



 

Name

 

Office

 

 

 

 

 

J. Chris Steinhauser

 

Chief Financial Officer and Secretary

 

 

 

 

 

Eric S. Doshi

 

Treasurer

 

 

IN WITNESS WHEREOF, theundersigned have executed this Written Consent effective the 9th dayof April, 2004.

 

 

 

/s/ STUART J. DOSHI

 

STUART J. DOSHI

 

 

 

 

 

/s/ KEVIN DELEHANTY

 

KEVIN M. DELEHANTY

 

 

 

 

 

/s/ THOMAS CUNNINGHAM

 

THOMAS CUNNINGHAM

 

 

 

 

 

/s/ DAVID CREEL

 

DAVID V. CREEL

 

 

 

 

 

/s/ J. CHRIS STEINHAUSER

 

J. CHRIS STEINHAUSER

 



 

WRITTEN CONSENT OF

THE SHAREHOLDERS

OF

GEOPETERO RESOURCES COMPANY

 

The undersigned holders of more than 50% of the outstanding Common andPreferred Stock of GEOPETRO RESOURCES COMPANY (the “Corporation”), voting as asingle class and acting pursuant to the Bylaws of the Corporation andSection 603 of the General Corporation Law of the State of California,hereby adopt and approve the resolutions set forth below, which shall have thesame force and effect as if adopted or approved at a duly called, noticed andheld meeting of the Corporation’s shareholders.

 

BYLAWS AMENDMENT; ELECTION OF DIRECTOR

 

RESOLVED, that Section 3.02 of the Corporation’s Bylaws is herebyamended to read as follows:

 

The authorized number of directors of the corporation shall be not lessthan four nor more than seven, with the exact number of directors to be fixedwithin the foregoing limits by the board of directors or by the shareholders.

 

RESOLVED, FURTHER, that the authorized number of directors of theCorporation shall be four.

 

RESOLVED, FURTHER, that Thomas D. Cunningham is hereby elected to serveas director of the Corporation until the next annual meeting of theshareholders or until his successor is duly elected and qualified.

 

This Written Consent may be signed in one or more counterparts that,when taken together, shall constitute a single document.

 

IN WITNESS WHEREOF, the undersigned have executed this Written Consenton the dates set forth below, effective as of the 25th day of April, 2000.

 

Dated:                 , 2000

 

 

Name

 

No. of Shares

 

Class

 



 

BYLAWS

 

OF

 

GEOPETRO RESOURCES COMPANY

 



 

TABLE OF CONTENTS

 

ARTICLE I—OFFICES

 

 

1.01.

Principal Office

1

 

1.02.

Other Offices

1

ARTICLE II—MEETINGS OF SHAREHOLDERS

 

 

2.01.

Place of Meetings

1

 

2.02.

Annual Meetings

1

 

2.03.

Special Meetings

1

 

2.04.

Notice of Meetings

1

 

2.05.

Manner of Giving Notice; Affidavit of Notice

2

 

2.06.

Adjourned Meetings and Notice Thereof

2

 

2.07.

Record Date for Shareholders of Record

2

 

2.08.

Voting at Meetings

3

 

2.09.

Quorum

3

 

2.10.

Consent of Absentees

3

 

2.11.

Action Without Meeting

4

 

2.12.

Proxies

4

ARTICLE III—DIRECTORS

 

 

3.01.

Powers

5

 

3.02.

Number of Directors

6

 

3.03.

Election and Term of Office

6

 

3.04.

Removal

6

 

3.05.

Vacancies

6

 

3.06.

Meetings by Telephone Conference

7

 

3.07.

Action Without Meeting

7

 

3.08.

Organization Meeting

7

 

3.09.

Special Meetings

7

 

3.10.

Adjournment

7

 

3.11.

Waiver of Notice

7

 

3.12.

Quorum

7

ARTICLE IV—OFFICERS

 

 

4.01.

Officers

8

 

4.02.

Election

8

 

4.03.

Removal and Resignation

8

 

4.04.

Vacancies

8

 

4.05.

Chairman of the Board

8

 

4.06.

President

8

 

4.07.

Secretary

8

 

4.08.

Treasurer

9

 

4.09.

Subordinate Officers

9

ARTICLE V—SHARES OF STOCK

 

 

5.01.

Share Certificates

9

 

5.02.

Transfer of Shares

10

 

5.03.

Lost or Destroyed Certificate

10

ARTICLE VI—MISCELLANEOUS

 

 

6.01.

Indemnity of Officers and Directors

10

 

6.02.

Shareholder Inspection of Articles and Bylaws

10

 

6.03.

Maintenance and Inspection of Records of Shareholders

10

 

6.04.

Shareholder Inspection of Corporate Records

11

 

6.05.

Inspection by Directors

11

 

6.06.

Representation of Shares of Other Corporations

11

 

6.07.

Annual Report

12

 

6.08.

Annual Statement of General Information

12

ARTICLE VII—AMENDMENTS TO BYLAWS

 

 

7.01.

Amendment by Shareholders

12

 

7.02.

Amendment by Directors

12

 

 



 

BYLAWS OF

GEOPETRO RESOURCES COMPANY

 

ARTICLE I—OFFICES

 

1.01—PRINCIPAL OFFICE

 

The principal executive and business office of the corporation ishereby fixed and located in the City and County of San Francisco, California orsuch other location as the board of directors may determine.

 

1.02—OTHER OFFICES

 

Branch or subordinate offices may at any time be established at anyplace or places by the board of directors.

 

ARTICLE II—MEETINGSOF SHAREHOLDERS

 

2.01—PLACE OF MEETINGS

 

All annual and all other meetings of shareholders shall be held at theprincipal executive office of the corporation, or at any other place within orwithout the State of California which may be designated either by the board ofdirectors, or by the written consent of all shareholders entitled to votethereat, provided such shareholder consent is given either before or after themeeting and filed with the secretary of the corporation.

 

2.02—ANNUAL MEETINGS

 

The annual meetings of shareholders shall be held on the first Thursdayof the fourth month following the end of each fiscal year at 10:00 a.m.;provided, however, that should said day fall upon a legal holiday, then anysuch annual meeting of shareholders shall be held at the same time and place onthe next day thereafter ensuing which is not a legal holiday. At such meetings,directors shall be elected, reports of the affairs of the corporation shall beconsidered, and any other business may be transacted which is within the powersof the shareho1ders.

 

2.03—SPECIAL MEETINGS

 

Special meetings of the shareholders, for any purpose or purposeswhatsoever, may be called at any time by any of (i) the president,(ii) the board of directors, (iii) the chairman of the board, or(iv) one or more shareholders holding shares in the aggregate entitled tocast not less than 10 percent of the votes at that meeting.

 

If a special meeting is called by any person or persons other than theboard of directors, such person shall make a request therefor in writing,specifying (i) the date and time of such meeting, which shall be not lessthan 35 nor more than 60 days after the receipt of the request, and(ii) the general nature of the business proposed to be transacted at themeeting. Such request shall be delivered personally or sent by registered mailor by telegraphic or other facsimile transmission to the chairman of the board,the president, any vice president or the secretary of the corporation. Theofficer receiving the request shall cause notice to be given within20 days to the shareholders entitled to vote, in accordance with theprovisions of Sections 2.4 and 2.5, and the notice shall set forth that ameeting will be held at the time requested by the person or persons calling themeeting. If the notice is not given within such 20-day period, the person(s)requesting the meeting may give the notice.

 



 

2.04—NOTICE OF MEETINGS

 

All notices of meetings of shareholders, whether annual or special,shall be sent or otherwise given not less than 10 nor more than 60 daysbefore the date of the meeting, except as provided in Section 2.03. Thenotice shall specify the place, date and hour of the meeting and (i) inthe case of a special meeting, the general nature of the business to betransacted, or (ii) in the case of the annual meeting, those matters whichthe board of directors, at the time of giving the notice, intends to presentfor action by the shareholders. The notice of any meeting at which directorsare to be elected shall include the name of any nominee or nominees whom, atthe time of the notice, management intends to present for election. The noticeshall also state the general nature of the proposal if action is proposed to betaken at any meeting for approval of any of the following: (i) a contractor transaction in which a director has a direct or indirect financial interest;(ii) an amendment of the articles of incorporation; (iii) areorganization of the corporation; (iv) a voluntary dissolution of thecorporation; or (v) a distribution in dissolution other than in accordancewith the rights of any outstanding preferred shares. Notwithstanding theabsence of specific notice thereof, any such action may nevertheless bepresented to the meeting and be validly acted upon by the shareholders ifapproved by all shareholders entitled to vote thereon, unless they sign waiversof notice specifying the general nature of the proposal so approved.

 

2.05—MANNER OF GIVING NOTICE:AFFIDAVIT OF NOTICE

 

Notice of any shareholders’ meeting shall be given either personally orby first-class mail or telegraphic or written communication, charges prepaid,addressed to the shareholder at the address of that shareholder appearing onthe books of the corporation or given by the shareholder to the corporation forthe purpose of notice. If no such address appears on the corporation’s books orhas been so given, notice shall be deemed to have been given if published atleast once in a newspaper of general circulation in the county where thatoffice is located or in any manner permitted by law. Notice shall be deemed tohave been given at the time when delivered personally, deposited in the mail,delivered to a common carrier for transmission to the recipient, actuallytransmitted by electronic means to the recipient by the person giving thenotice, or sent by other means of written communication.

 

An affidavit of the mailing or other means of giving any notice of anyshareholders’ meeting may be executed by the secretary, assistant secretary, orany transfer agent of the corporation giving the notice, and filed andmaintained in the minute book of the corporation.

 

2.06—ADJOURNED MEETINGS AND NOTICETHEREOF

 

Any shareholders’ meeting, annual or special, whether or not a quorumis present, may be adjourned from time to time by the vote of the majority ofthe shares which are represented at the meeting either in person or by proxy,but in the absence of a quorum.

 

It shall not be necessary to give any notice of an adjournment or ofthe business to be transacted at an adjourned meeting other than byannouncement at the meeting at which such adjournment is taken. However, whenany shareholders’ meeting, either annual or special, is adjourned for more than45 days, or if after the adjournment a new record date is fixed for theadjourned meeting notice of the adjourned meeting shall be given to eachshareholder of record entitled to vote at the adjourned meeting. At anyadjourned meetings, the corporation may transact any business that might havebeen transacted at the regular meeting.

 

2.07—RECORD DATE FOR SHAREHOLDERS OFRECORD

 

For purposes of determining which shareholders are entitled to receivenotice of any meeting, to vote, or to give consent to corporate action withouta meeting, the board of directors may fix a record date in advance of suchmeeting or corporate action which shall not be less than 10 nor more than60 days before any such meeting or any such action without a meeting. Onlyshareholders of record at the close of business on the date so fixed areentitled to notice and to vote or to give consent, as the case may be,notwithstanding any transfer of any shares on the books of the corporationafter the record date, except as otherwise provided in the articles ofincorporation, by agreement, or in the California General Corporation Law.

 



 

If the board of directors does not so fix a record date:

 

(a)                                  Therecord date for determining shareholders entitled to receive notice of or tovote at a meeting of shareholders shall be at the close of business on thebusiness day next preceding the day on which notice is given or, if notice iswaived, at the close of business on the business day next preceding the day onwhich the meeting is held; and

 

(b)                                 Therecord date for determining shareholders entitled to give consent to corporateaction in writing without a meeting (i) when no prior action by the board hasbeen taken, shall be the day on which the first written consent is given, or(ii) when prior action of the board has been taken, shall be at the closeof business on the day on which the board adopts the resolution relating tothat action, or the 60th day before the date of such other action, whichever islater.

 

2.08—VOTING AT MEETINGS

 

Except as otherwise provided in the articles of incorporation and inthe case of cumulative voting for directors, each shareholder is entitled toone vote per share. The shareholders’ vote may be by voice vote or by ballot;provided, however, that any election for directors must be by ballot ifdemanded by any shareholder before the voting has begun. On any matter otherthan the election of directors, any shareholder may vote part of the shares infavor of the proposal and refrain from voting the remaining shares or vote themagainst the proposal, but if the shareholder fails to specify the number ofshares which the shareholder is voting affirmatively, it will be conclusivelypresumed that the shareholder’s approving vote is with respect to all sharesthat the shareholder is entitled to vote. The affirmative vote of a majority ofthe shares represented and voting, provided such shares voting affirmativelyalso constitutes a majority of the number of shares required for a quorum,shall be the act of the shareholders, unless the vote of a greater number orvoting by classes is required by California General Corporation Law or by thearticles of incorporation. Every shareholder entitled to vote at any electionfor directors shall have the right to cumulate his votes by (i) giving onecandidate a number of votes equal to the number of directors to be electedmultiplied by the number of votes to which his shares are entitled, or(ii) distributing such cumulated votes on the same principle among as manycandidates as he chooses; provided that the name of such candidate has beenplaced in nomination prior to the voting and that at least one shareholder hasgiven notice at the meeting, prior to the voting, of an intention to cumulatevotes. In any election of directors, the candidates receiving the highestnumber of votes, up to the number of directors to be elected, shall be elected.Votes against a director or not cast shall have no effect.

 

2.09—QUORUM

 

The presence in person or by proxy of persons entitled to vote amajority of the voting shares at any meeting shall constitute a quorum of theshareholders for the transaction of business.

 

The shareholders present at a duly called or held meeting at which aquorum is present may continue to do business until adjournment,notwithstanding the withdrawal of one or more shareholders to leave less than aquorum, if any action taken (other than adjournment) is approved by at least amajority of the shares required to constitute a quorum.

 

2.10—CONSENT OF ABSENTEES

 

The transactions of any meeting of shareholders, either annual orspecial, however called and noticed and wherever held, shall be as valid asthough made at a meeting duly held after regular call and notice if a quorum ispresent either in person or by proxy and if, either before or after themeeting, each of the shareholders entitled to vote who was not present inperson or by proxy signs a written waiver of notice or a consent to the holdingof such meeting or an approval of the minutes thereof. The waiver of notice orconsent need not specify either the business to be transacted or the purpose ofany annual or special meeting of shareholders, unless the action taken orproposed to be taken is for approval of any of those matters specified inSection 2.04. All such waivers, consents or approvals shall be filed withthe corporate records or made a part of the minutes of the meeting.

 

Attendance at a meeting, in person or by proxy, shall also constitute awaiver of notice of that meeting, except when the person objects at thebeginning or the meeting to the transaction of any business

 



 

because the meeting has not been lawfully called or convened, andexcept that attendance at a meeting is not a waiver of any right to object tothe consideration of matters required by law to be included in the notice ofthe meeting but not so included, if that objection is expressly made at themeeting.

 

2.11—ACTION WITHOUT MEETING

 

Except as may be limited by the articles of incorporation and exceptfor the election of directors, any action which may be taken by vote of theshareholders at any annual or special meeting may be taken without a meetingand without prior notice if a consent in writing setting forth the action sotaken is signed by the holders of outstanding shares having not less than theminimum number of votes that would be necessary to authorize or take suchaction at a meeting at which all shares entitled to vote thereon were presentand voted. Directors may be elected by written consent without a meeting onlyif the written consents of all outstanding shares entitled to vote areobtained, except that a vacancy in the board (other than a vacancy created byremoval of a director) not filled by the board may be filled by the writtenconsent of the holders of a majority of the outstanding shares entitled tovote.

 

All such consents shall be filed and maintained in the corporaterecords. Any shareholder (or the shareholder’s proxyholders, or a transferee ofthe shares or a personal representative of the shareholder or their respectiveproxy-holders) giving a written consent may revoke the consent only by awriting received by the corporation prior to the time that written consents ofthe number of shares required to authorize the proposed action have been filedwith the secretary of the corporation. Such revocation is effective upon itsreceipt by the secretary of the corporation.

 

Unless the consents of all shareholders entitled to vote have beensolicited in writing:

 

(1)                                  Noticeof shareholder approval without a meeting by less than unanimous writtenconsent shall be given at least 10 calendar days before the consummation of theaction authorized by such approval, if the corporate action concerns (i) acontract or transaction in which a director has a direct or indirect financialinterest under Section 310 of the California Corporations Code,(ii) indemnification of agents of the corporation,(iii) reorganization of the corporation, or (iv) a distribution indissolution other than in accordance with the rights of the outstandingpreferred shares; and

 

(2)                                  Promptnotice shall be given of any other corporate action approved by shareholderswithout a meeting by less than unanimous written consent.

 

All such notices shall be given in the manner provided by Section 2.05.

 

2.12—PROXIES

 

Every person entitled to vote for directors or on any other mattershall have the right to do so either in person or by one or more agentsauthorized by a written proxy signed by the person and filed with the secretaryof the corporation. A proxy shall be deemed signed if the shareholder’s name isplaced on the proxy (whether by manual signature, typewriting, telegraphictransmission or otherwise) by the shareholder or the shareholder’sattorney-in-fact. A validly executed proxy that does not state that it isirrevocable shall continue in full force and effect unless (i) revoked bythe person executing it, before the vote pursuant to that proxy, by a writingdelivered to the corporation stating that the proxy is revoked, or byattendance at the meeting and voting in person by the person executing theproxy, or by a subsequent proxy executed by the same person and presented atthe meeting; or (ii) written notice of the death or incapacity of themaker of that proxy is received by the corporation before the vote pursuant tothat proxy is counted; provided, however, that no proxy shall be valid afterthe expiration of 11 months from the date of the proxy, unless another termor longer or shorter duration is specified in the proxy. The revocability of aproxy that states on its face that is irrevocable shall be governed by theprovisions of Sections 705(e) and 705(f) of the Corporations Code ofCalifornia.

 



 

ARTICLE III—DIRECTORS

 

3.01—POWERS

 

Except as reserved to the shareholders by law, the articles ofincorporation or these bylaws, all corporate powers shall be exercised by orunder the authority of, and the business and affairs of the corporation shallbe controlled by, the board of directors. Without limiting the generality ofthe foregoing powers, the directors shall have the following powers:

 

First:  To conduct, manage and control the affairsand business of the corporation and to make such rules and regulations therefornot inconsistent with law or with the articles of incorporation or thesebylaws, as they may deem best.

 

Second:  To select and remove the officers, agents andemployees of the corporation, to prescribe such powers and duties for them asmay not be inconsistent with law, with the articles of incorporation or withthese bylaws and to fix their compensation.

 

Third:  To change the principal executive andbusiness office of the corporation from one location to another as provided inSection 1.01; to fix and locate from time to time one or more branchoffices of the corporation within or without the State of California, asprovided in Section 1.02; to designate any place within or without theState of California for the holding of any shareholders’ meeting or meetingsexcept annual meetings; and to adopt, make and use a corporate seal, toprescribe the forms of certificates of stock and to alter the form of such sealand of such certificates from time to time as in their judgment they may deembest, provided that such seal and such certificates shall at all times complywith the provisions of law.

 

Fourth:  To authorize the issue of shares of stock ofthe corporation from time to time, upon such terms as may be lawful, asdividends or in consideration of money paid, labor done or services actuallyrendered to the corporation or for its benefit or in its formation orreorganization, debts or securities cancelled, or tangible or intangibleproperty actually received; but neither promissory notes of the purchaser,unless secured by property other than the shares acquired or otherwisepermitted by Section 408 of the General Corporation Law, nor futureservices shall constitute payment or part payment for shares of thecorporation.

 

Fifth:  To borrow money and incur indebtedness forthe purposes of the corporation and to cause to be executed and deliveredtherefor, in the corporate name, promissory notes, bonds, debentures, deeds oftrust, mortgages, pledges, hypothecations or other evidences of debt andsecurities therefor.

 

Sixth:  To designate, by resolution adopted by amajority of the authorized number of directors, one or more committees, eachconsisting of two or more directors, to serve at the pleasure of the board. Theboard may designate one or more directors as alternate members of anycommittee, who may replace any absent member at any meeting of the committee.Any such committee shall have all the authority of the board to the extentprovided in the resolution of the board or in the bylaws, except with respectto:

 

(a)                                  Theapproval of any action for which, under the General Corporation Law ofCalifornia, also requires approval of the shareholders or approval of theoutstanding shares;

 

(b)                                 Thefilling of vacancies on the board or in any committee;

 

(c)                                  Thefixing of compensation of the directors for serving on the board or on anycommittee;

 

(d)                                 Theamendment or repeal of bylaws or the adoption of new bylaws;

 

(e)                                  Theamendment or repeal of any resolution of the board which by its express termsis not so amendable or repealable;

 

(f)                                    Adistribution to the shareholders of the corporation, except at a rate, in aperiodic amount or within a price range set forth in the articles or determinedby the board; or

 

(g)                                 Theappointment of other committees of the board or the members thereof.

 



 

Seventh:  To declare dividends at such times and insuch amounts as the condition of the affairs of the corporation may warrant.

 

Eighth:  Generally to exercise all of the powers andto perform all of the acts and duties that from time to time may be permittedby law appertaining to their office.

 

3.02—NUMBER OF DIRECTORS

 

The authorized number of directors of the corporation shall be threeuntil changed by an amendment of this bylaw.

 

3.03—ELECTION AND TERM OF OFFICE

 

The directors shall be elected at each annual meeting of shareholdersand may be elected at any special meeting of shareholders held for thatpurpose. Each director shall hold office until his successor is elected andqualified, or until his earlier death, resignation, removal or ineligibility.

 

3.04—REMOVAL

 

A director may be removed for cause by (i) the board, when suchdirector has been convicted of a felony or declared incompetent by court order,or (ii) the superior court, at the suit of at least 10% of the shareholdersof any class of shares having found that the director has either committedfraudulent or dishonest acts, or has grossly abused his authority withreference to the corporation.

 

A director may be removed without cause by a majority vote of all outstandingshares, provided that (i) where cumulative voting is in effect, suchdirector may not be removed over the objection of the number of shares requiredto elect him, and (ii) where the articles of incorporation provide for theelection of a director by the shareholders of a certain class or series ofshares, such director may be removed only by the majority vote of theoutstanding shares of such class or series.

 

Except as provided in this Section 3.04, and any reduction of theauthorized number of directors notwithstanding, a director may not be removedprior to the expiration of such director’s term of office.

 

3.05—VACANCIES

 

Vacancies in the board of directors may be filled by a majority of theremaining directors, though less than a quorum, or by a sole remainingdirector. A vacancy in the board of directors shall be deemed to exist(i) in case of the death, resignation, ineligibility or removal of anydirector, (ii) if the authorized number of directors is increased, or(iii) if the shareholders fail, at any annual or special meeting ofshareholders at which any director or directors are elected, to elect the fullauthorized number of directors to be voted for at that meeting.

 

The shareholders may elect a director or directors at any time to fillany vacancy or vacancies not filled by the directors. In the event that such avacancy is created by an event other than removal, any election by writtenconsent of the shareholders must be signed by holders of a majority of theoutstanding shares. If the board of directors accepts the resignation of adirector tendered to take effect at a future time, the board or theshareholders shall have the power to elect a successor to take office when theresignation is to become effective.

 

3.06—MEETINGS BY TELEPHONECONFERENCE

 

Members of the board may participate in a meeting through use ofconference telephone or similar communication equipment, so long as all membersparticipating in such meeting can hear one another.

 



 

3.07—ACTION WITHOUT MEETING

 

Any action required or permitted to be taken by the board of directorsor any committee thereof may be taken without a meeting if each member of theboard consents in writing to such action. Such consents shall be filed with theminutes of the meetings of the board.

 

3.08—ORGANIZATION MEETING

 

Immediately following each annual meeting of shareholders, the board ofdirectors shall hold a regular meeting for the purpose of organization,election of officers and the transaction of other business. Notice of suchmeeting is hereby dispensed with.

 

3.09—SPECIAL MEETINGS

 

Special meetings of the board of directors for any purpose or purposesmay be called at any time by (i) the chairman of the board, (ii) thepresident, (iii) any vice president, (iv) the secretary, or(v) any two directors.

 

Written notice of the time and place of special meetings shall bedelivered personally to the directors or sent to each director by mail or byother form of written communication, charges prepaid, addressed to him at hisaddress as it appears upon the records of the corporation or, if it is not soshown or is not readily ascertainable, at the place in which the meetings ofdirectors are regularly held. In case such notice is mailed, it shall bedeposited in the United States mail at least four days prior to the date of themeeting. In case such notice is delivered personally or telegraphed, it shallbe so delivered or deposited with the telegraph company at least 48 hoursprior to the time of the meeting.

 

3.10—ADJOURNNENT

 

A majority of the directors present, whether or not a quorum ispresent, may adjourn any directors’ meeting to another time and place. If ameeting is adjourned for more than 24 hours, notice of any adjournment toanother time or place shall be given in the manner specified inSection 3.09 prior to the time of the adjourned meeting to the directorswho were not present at the time of adjournment.

 

3.11—WAIVER OF NOTICE

 

The transactions at any meeting of the board of directors, howevercalled and noticed, or wherever held, shall be as valid as though suchtransactions had occurred at a meeting duly held after regular call and noticeif a quorum is present and if, either before or after the meeting, each of thedirectors not present signs a written waiver of notice of or consent to holdingthe meeting or an approval of the minutes thereof. All such waivers, consentsor approvals shall be filed with the corporate records or made a part of theminutes of the meeting.

 

3.12—QUORUM

 

A majority of the authorized number of directors then holding officeshall constitute a quorum for the transaction of business. The act of themajority of the directors at a meeting at which a quorum is present shall bethe act of the board of directors, unless a greater number is required by law,the articles of incorporation or these bylaws. However, a meeting at which aquorum is initially present may continue to transact business notwithstandingthe withdrawal of directors if any action taken is approved by at least amajority of the required quorum for such meeting. The provisions of thisSection 3.12 shall apply to action taken by any committee from time totime designated by the board of directors.

 



 

ARTICLE IV—OFFICERS

 

4.01—OFFICERS

 

The officers of the corporation shall be a president, a secretary, atreasurer, and such other officers with such titles and duties as may beappointed in accordance with the provisions of Section 4.09. Any number ofoffices may be held by the same person. The president shall be the chiefexecutive officer and the treasurer shall be the chief financial officer.

 

4.02—ELECTION

 

The officers of the corporation, except such officers as may beappointed in accordance with the provisions of Sections 4.04 or 4.09, shall bechosen annually by the board of directors; and each officer shall hold hisoffice until he has resigned or removed or is otherwise disqualified to serveand his successor has been elected and qualified.

 

4.03—REMOVAL AND RESIGNATION

 

Any officer may be removed, either with or without cause, by a majorityof the directors at the time in office, at any regular or special meeting ofthe board, or, except in the case of an officer chosen by the board ofdirectors, by any officer upon whom such power of removal may be conferred bythe board of directors.

 

Any officer may resign at any time by giving written notice to theboard of directors or to the president or to the secretary of the corporation.Any such resignation shall take effect at the date of the receipt of suchnotice or any later time specified therein; and, unless otherwise specifiedtherein, the acceptance of such resignation shall not be necessary to make iteffective.

 

4.04—VACANCIES

 

A vacancy in any office because of death, resignation, removal,disqualification or any other cause shall be filled in the manner prescribed inthese bylaws for regular appointments to such office.

 

4.05—CHAIRMAN OF THE BOARD

 

The chairman of the board, if one has been appointed, shall, ifpresent, preside at all meetings of the board of directors and exercise and performall such other powers and duties as may from time to time be assigned to him bythe board of directors or prescribed by these bylaws.

 

4.06—PRESIDENT

 

The president, subject to the board of directors, shall have generalsupervision, direction and control of the business and of other officers andemployees of the corporation. He shall preside at all meetings of theshareholders and, if there is no regular, appointed chairman of the board or ifsuch chairman is absent, at all meetings of the board of directors. He shall beexofficio a member of allstanding committees, including the executive committee, if any, and shall havegeneral powers and duties of management, together with such other powers andduties as may be prescribed by the board of directors.

 

4.07—SECRETARY

 

The secretary shall keep, or cause to be kept, a book of minutes at theprincipal executive and business office, or such other place as the board ofdirectors may order, of all meetings of directors and shareholders, with thetime and place of holding, whether regular or special and, if special, howauthorized, the notice thereof given, the names of those present at directors’meetings, the number of shares present or represented at shareholders’ meetingsand the proceedings thereof.

 

The secretary shall keep, or cause to be kept, at the principalexecutive and business office or at the office of the corporation’s transferagent, a share register or a duplicate share register showing the names of theshareholders and their addresses, the number and classes of shares held byeach, the number and the date

 



 

of certificates issued for the same, and the number and date ofcancellation of every certificate surrendered for cancellation.

 

The secretary shall give, or cause to be given, notice of all themeetings of the shareholders and of the board of directors required by thesebylaws or by law to be given, shall keep the seal of the corporation in safecustody and shall have such other powers and shall perform such other duties asmay be prescribed by the board of directors or the bylaws.

 

4.08—TREASURER

 

The chief financial officer shall be the treasurer. The treasurer shallkeep and maintain, or cause to be kept and maintained, adequate and correctaccounts of the properties and business transactions of the corporation,including accounts of its assets, liabilities, receipts, disbursements, gains,losses, capital, surplus and shares.

 

The treasurer shall deposit all moneys and other valuables in the nameand to the credit of the corporation with such depositaries as may bedesignated by the board of directors. He shall be responsible for the properdisbursement of the funds of the corporation as may be ordered by the board ofdirectors and shall render to the president or directors, whenever they requestit, an account of all of his transactions as treasurer and of the financialcondition of the corporation. The treasurer shall prepare a proper annualbudget of income and expenses for each calendar year, revised quarterly, forapproval of or revision by the board of directors and shall be responsible forthe handling of finances in connection therewith. He shall have such otherpowers and shall perform such other duties as may be prescribed by the board ofdirectors.

 

4.09—SUBORDINATE OFFICERS

 

The board of directors may appoint such vice presidents, assistanttreasurers and assistant secretaries and other subordinate officers as thebusiness of the corporation may require, each of whom shall hold office forsuch period, have such authority and perform such duties as are provided inthese bylaws or as the board of directors may from time to time determine.

 

In the absence or disability of the president, treasurer or secretary,the vice presidents, assistant treasurers and assistant secretaries, respectively,in order of their rank as fixed by the board of directors or, if not ranked,the subordinate officer designated by the board of directors shall perform allthe duties of such absent or disabled officer and, when so acting, shall haveall the powers of and be subject to all the restrictions upon such officer.Each subordinate officer shall have such other powers and shall perform suchother duties as from time to time may be prescribed for him by the board ofdirectors or these bylaws.

 

ARTICLE V—SHARESOF STOCK

 

5.01—SHARE CERTIFICATES

 

Certificates representing shares of the capital stock of thecorporation shall be in such form as shall be approved by the board ofdirectors, consistent with the articles of incorporation and the laws of theState of California. A certificate or certificates or shares of the capitalstock of the corporation shall be issued to each shareholder when such sharesare fully paid, and the board of directors may authorize the issuance ofcertificates or shares as partly paid provided that these certificates shallstate the amount of the consideration to be paid for them and the amount paid.All such certificates shall be signed by (i) the chairman or vice chairmanof the board or the president or a vice president, and (ii) by the treasurer or an assistant financialofficer or the secretary or any assistant secretary, certifying the number ofshares and the class or series of shares issued to the shareholder andevidenced by such certificate. The corporation may issue, sell or transferfractional shares.

 



 

5.02—TRANSFER OF SHARES

 

Subject to the provisions of applicable securities and other laws andany other valid contractual and other restrictions on transfer of shares, uponthe surrender to the corporation of a certificate for shares duly endorsed oraccompanied by proper evidence of succession, assignment or authority totransfer, it shall be the duty of the corporation to issue a new certificate tothe person entitled thereto, cancel the old certificate and record the transactionupon its books.

 

5.03—LOST OR DESTROYED CERTIFICATE

 

The holder of any shares of stock of the corporation shall immediatelynotify the corporation of any loss or destruction of the certificate therefor,and the corporation may issue a new certificate in the place of any certificatetheretofore issued by it alleged to have been lost or destroyed, upon approvalof the board of directors. The board may, in its discretion, as a condition toauthorizing the issue of such new certificate, require the owner of the lost ordestroyed certificate, or his legal representative, to make proof satisfactoryto the corporation of the loss or destruction thereof and to give thecorporation a bond or other security, in such amount and with such surety orsureties as the corporation may determine, as indemnity against any claim thatmay be made against the corporation on account of any such certificate soalleged to have been lost or destroyed.

 

ARTICLE VI—MISCELLANEOUS

 

6.01—INDEMNITY OF OFFICERS ANDDIRECTORS

 

The corporation shall, to the fullest extent permitted by theCalifornia General Corporation Law (and in excess of that otherwise permittedby Section 317 thereof), indemnify each of its directors and officersagainst expenses, judgments, fines, settlements and other amounts actually andreasonably incurred in connection with any proceeding, including proceedingsbrought by or on behalf of the corporation, arising by reason of the fact anysuch person is or was a director or officer of the corporation and shall havepower to advance to each such director expenses incurred in defending any suchproceeding to the fullest extent permitted by that law.

 

6.02—SHAREHOLDER INSPECTION OFARTICLES AND BYLAWS

 

The corporation shall keep at its principal executive and businessoffice the original or a copy of the articles of incorporation and the bylawsand any amendments thereto, certified by the secretary, which shall be open toinspection by shareholders at all reasonable times during office hours.

 

6.03—MAINTENANCE AND INSPECTION OFRECORDS OF SHAREHOLDERS

 

The corporation shall keep at its principal executive and businessoffice or at the office of its transfer agent or registrar (if one has beenappointed), as determined by resolution of the board of directors, a record ofits shareholders, giving the names and addresses of all shareholders and thenumber and class of shares held by each shareholder.

 

A shareholder or shareholders of the corporation holding at least 5% inthe aggregate of the outstanding voting shares of the corporation may(i) inspect and copy the records of shareholders’ names, addresses andshareholdings, during usual business hours on five business days’ prior writtendemand on the corporation, and (ii) obtain from the transfer agent of thecorporation, on written demand and on the tender of such transfer agent’s usualcharges for such list, a list of the names and addresses of the shareholderswho are entitled to vote for the election of directors, and theirshareholdings, as of the most recent record date for which that list has beencompiled or as of a date specified by the shareholder after the date of demand.This list shall be made available to any such shareholder or shareholders bythe transfer agent on or before the later of five business days after thedemand is received or the date specified in the demand as the date as of whichthe list is to be compiled. The record of shareholders shall also be open toinspection on the written demand of any shareholder or holder of a voting trustcertificate, at any time during usual business hours, for a purpose reasonablyrelated to the holder’s interests as a shareholder or as the holder of a votingtrust certificate. Any

 



 

inspection and copying under this Section may be made in person or byan agent or attorney of the shareholder or holder of a voting trust certificatemaking the demand.

 

6.04—SHAREHOLDER INSPECTION OFCORPORATE RECORDS

 

The accounting books and records and minutes of proceedings of theshareholders and the board of directors and any committee or committees of theboard of directors shall be kept at such place or places designated by theboard of directors or, in the absence of such designation, at the principalexecutive and business office of the corporation. The minutes shall be kept inwritten form, and the accounting books and records shall be kept either inwritten form or in any other form capable of being converted into written form.The minutes and accounting books and records shall be open to inspection uponthe written demand of any shareholder or holder of a voting trust certificate,at any reasonable time during usual business hours, for a purpose reasonablyrelated to the holder’s interests as a shareholder or as the holder of a votingtrust certificate. The inspection may be made in person or by an agent orattorney and shall include the right to copy and make extracts. These rights ofinspection shall extend to the records of each subsidiary corporation of thecorporation.

 

6.05—INSPECTION BY DIRECTORS

 

Every director shall have the absolute right at any reasonable time toinspect all books, records and documents of every kind and the physicalproperties of the corporation and each of its subsidiary corporations. Thisinspection by a director may be made in person or by an agent or attorney, andthe right of inspection includes the right to copy and make extracts ofdocuments.

 

6.06—REPRESENTATION OF SHARES OFOTHER CORPORATIONS

 

The president or, in the event of his absence or inability to serve,any vice president and the secretary or assistant secretary of this corporationare authorized to vote, represent and exercise, on behalf of this corporation,all rights incidental to any and all shares of any other corporation standingin the name of this corporation. The authority herein granted to such officersto vote or represent on behalf of this corporation any and all shares held bythis corporation in any other corporation may be exercised either by suchofficers in person or by any person authorized to do so by proxy or power ofattorney duly executed by such officers.

 

6.07—ANNUAL REPORT

 

The annual report to shareholders referred to in Section 1501(a)of the California Corporations Code is expressly waived subject to thelimitations thereof, but the board of directors of the corporation may cause tobe sent to the shareholders, not later than 120 days after the close ofthe fiscal or calendar year, an annual report in such form as may be deemedappropriate by the board of directors.

 

6.08—ANNUAL STATEMENT OF GENERALINFORMATION

 

Within 90 days of incorporation and annually thereafter, thecorporation shall file with the Secretary of State, on the prescribed form, astatement setting forth the authorized number of directors, the names andcomplete business or residence addresses of all incumbent directors, the namesand complete business or residence addresses of the chief executive officer,secretary and chief financial officer, the street address of its principalexecutive office or principal business office in this state, and the generaltype of business constituting the principal business activity of thecorporation, together with a designation of the agent of the corporation forthe purpose of service of process, all in compliance with section 1502 ofthe California Corporations Code.

 



 

ARTICLE VII—AMENDMENTSTO BYLAWS

 

7.01—AMENDMENT BY SHAREHOLDERS

 

New bylaws may be adopted or these bylaws may be amended or repealed bythe vote or written consent of the shareholders entitled to exercise a majorityof the voting power of the corporation, except as otherwise provided by eitherthese bylaws or the articles of the corporation; provided, however, that if thearticles of incorporation set forth the number of authorized directors of thecorporation, the authorized number of directors may be changed only by anamendment of the articles of incorporation.

 

7.02—AMENDMENT BY DIRECTORS

 

Subject to the rights of the shareholders as provided inSection 7.01 to adopt, amend or repeal bylaws, bylaws may be adopted,amended, or repealed by the board of directors; provided, however, that theboard of directors may adopt a bylaw or amendment of a bylaw changing theauthorized number of directors only for the purpose of fixing the exact numberof directors within the limits specified in the articles of incorporation or inSection 3.02 of these bylaws.

 



 

CERTIFICATE OF SECRETARY

 

The undersigned, being the duly elected, qualified and acting Secretaryof GEOPETRO RESOURCES COMPANY, a California corporation formerly known asGEOPETRO RESOURCES SUBSIDIARY CO., does hereby certify that the foregoingBylaws, comprising 22 pages, are the Bylaws of such corporation, as dulyadopted by written consent of the Board of Directors dated June 6, 1996and as in effect on the date hereof.

 

Dated at San Francisco, California this 16th day ofDecember, 1996.

 

/s/ LAWRENCE BARKER, JR.

 

LAWRENCE BARKER, JR.