Bylaws (2009)Full Document 

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of

TGC INDUSTRIES, INC.

[as amended March 25, 2009]



AMENDED AND RESTATED BYLAWS

of

TGC INDUSTRIES, INC.

[as amended March 25, 2009]

Table of Contents

Page No.

ARTICLE I OFFICES

1

Sec. 1:1.

Registered Office and Agent

1

Sec. 1:2.

Other Offices

1

ARTICLE II SHAREHOLDERS

1

Sec. 2:1.

Place of Meetings

1

Sec. 2:2.

Annual Meetings

1

Sec. 2:3.

Special Meetings

4

Sec. 2:4.

Notice

5

Sec. 2:5.

Order of Business at Meetings

6

Sec. 2:6.

Quorum; Majority Vote

7

Sec. 2:7.

Voting

7

Sec. 2:8.

Voting by Proxy

7

Sec. 2:9.

Voting List

8

Sec. 2:10.

Supermajority Vote for Business Combinations

8

Sec. 2:11.

Registered Holders of Shares, Closing of Share Transfer Records, and Record Date

8

ARTICLE III DIRECTORS

10

Sec. 3:1.

Management

10

Sec. 3:2.

Place and Notice of Directors’ Meetings

10

Sec. 3:3.

Quorum of and Action by Directors

11

Sec. 3:4.

Number and Election of Directors

11

Sec. 3:5.

Change in Number

11

Sec. 3:6.

Removal

11

Sec. 3:7.

Resignation

12

Sec. 3:8.

Vacancies

12

Sec. 3:9.

Procedure

12

Sec. 3:10.

Compensation

12

Sec. 3:11.

Consideration of Fairness of Business Combinations

13

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ARTICLE IV ACTIONS WITHOUT A MEETING; TELEPHONE MEETINGS; WAIVER OF NOTICE

13

Sec. 4:1.

Actions by Shareholders

13

Sec. 4:2.

Actions by Directors and Committee Members

14

Sec. 4:3.

Telephone Meetings

14

Sec. 4:4.

Waiver of Notice

14

ARTICLE V OFFICERS

14

Sec. 5:1.

Number and Qualification

14

Sec. 5:2.

Term and Compensation

14

Sec. 5:3.

Removal; Vacancies

15

Sec. 5:4.

Authority

15

Sec. 5:5.

President

15

Sec. 5:6.

Vice President

15

Sec. 5:7.

Secretary

16

Sec. 5:8.

Treasurer

16

ARTICLE VI CERTIFICATES OF STOCK

16

Sec. 6:1.

Certificates

16

Sec. 6:2.

Issuance

17

Sec. 6:3.

Payment for Shares

17

Sec. 6:4.

Pre-Emptive Rights

17

Sec. 6:5.

Lien

17

Sec. 6:6.

Lost, Stolen, or Destroyed Certificates

17

Sec. 6:7.

Registered Owner

18

Sec. 6:8.

Transfer of Shares

18

ARTICLE VII EXECUTIVE COMMITTEE

18

Sec. 7:1.

Designation; Authority; Responsibility

18

Sec. 7:2.

Procedure; Removal; Vacancies

18

Sec. 7:3.

Meetings; Quorum; Majority Vote

19

Sec. 7:4.

Action Without Meeting

19

ARTICLE VIII MISCELLANEOUS PROVISIONS

19

Sec. 8:1.

Notice

19

Sec. 8:2.

Tax Year and Seal

19

Sec. 8:3.

Checks and Notes; Books and Records

20

Sec. 8:4.

Limitation of Liability

20

Sec. 8:5.

Interested Directors, Officers, and Shareholders

21

Sec. 8:6.

Indemnification

21

Sec. 8:7.

Dividends and Reserves

24

Sec. 8:8.

Purchase Own Shares

24

Sec. 8:9.

Annual Statement

24

Sec. 8:10.

Construction

24

Sec. 8:11.

Amendment of Bylaws

24

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AMENDED AND RESTATED BYLAWS

of

TGC INDUSTRIES, INC.

[as amended March 25, 2009]

ARTICLE I

OFFICES

Sec. 1:1.                                                 Registered Office and Agent.  The registered office of the TGC Industries, Inc. (the "Corporation") in the State of Texas is 350 N. St. Paul, Dallas, TX  75201.  The name of the registered agent at such address is CT Corporation System.

Sec. 1:2.                                                 Other Offices.  The Corporation may also have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

SHAREHOLDERS

Sec. 2:1.                                                 Place of Meetings.  All meetings of the shareholders are to be held at such place, within or without the State of Texas, as is stated in the notice of the meeting.

Sec. 2:2.                                                 Annual Meetings.  An annual meeting of the shareholders shall be held on such date, and at such time, as the Board of Directors may fix each year.  At the meeting, the shareholders shall elect directors and transact such other business as may properly be brought before the meeting.

(A)                              Nominations of persons for election to the Board of Directors, and the proposal of business to be transacted by the shareholders, may be made at an annual meeting of shareholders:  (1) pursuant to the Corporation’s proxy materials with respect to such meeting; (2) by or at the direction of the Board of Directors; or (3) by any shareholder of record (the "Record Shareholder") of the Corporation, at the time of the giving of the notice required in Subsection "(B)" to follow, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this Sec. 2:2.  For the avoidance of doubt, clause "(3)" contained in the preceding sentence will be the exclusive means for a shareholder to make nominations or propose business (other than business included in the Corporation’s proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (such Act, and the rules and regulations promulgated thereunder, to be hereafter referred to as the "Exchange Act")) at an annual meeting of shareholders.

(B)                              For nominations or business to be properly brought before an annual meeting by a Record Shareholder pursuant to clause "(3)" contained in Subsection "(A)" above:

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(1) the Record Shareholder must have given timely notice thereof in writing to the Secretary of the Corporation; and (2) any such business must be a proper matter for shareholder action under Texas law.  To be timely, a Record Shareholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than sixty (60) or more than ninety (90) days prior to the one-year anniversary of the date on which the Corporation first mailed its proxy materials for the preceding year’s annual meeting of shareholders; provided, however, that, subject to the last sentence of this Subsection (B), if the meeting is convened more than thirty (30) days prior to, or delayed by more than thirty (30) days after, the anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice by the Record Shareholder to be timely must be so received not later than the close of business on the later of: (1) the ninetieth (90th) day before such annual meeting; or (2) the tenth (10th) day following the day on which public announcement of the date of such meeting is first made.  Notwithstanding anything in the preceding sentence to the contrary, in the event that the number of directors to be elected to the Board of Directors is increased, and there has been no public announcement naming all of the nominees for director or indicating the increase in the size of the Board of Directors made by the Corporation at least ten (10) days before the last day a Record Shareholder may deliver a notice of nomination in accordance with the preceding sentence, a Record Shareholder’s notice herein required shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement was first made by the Corporation.  In no event may an adjournment, or postponement of an annual meeting for which notice has been given, commence a new time period for the giving of a Record Shareholder’s notice.

(C)                                Such Record Shareholder’s notice shall set forth:

(1)                                  if such notice pertains to the nomination of directors, as to each person whom the Record Shareholder proposes to nominate for election or reelection as a director:

(a)                                  all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Exchange Act;

(b)                                 any other information that the Record Shareholder believes would aid in the evaluation of the recommended individual;

(c)                                  written consent of the recommended individual to stand for election if nominated, to serve as a director if elected, and to comply with the expectations and requirements for service on the Board of Directors set forth in the Code of Ethics and any other applicable rule, regulation, policy, or standard of conduct applicable to the Board of Directors and its individual members;

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(d)                                 all relevant information required to conduct an evaluation of such person; and

(e)                                  all other pertinent information that may be required by applicable laws.

(2)                                  as to any business that the Record Shareholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting, and any material interest in such business of such Record Shareholder and the beneficial owner, if any, on whose behalf the proposal is made; and

(3)                                  as to the Record Shareholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a "party"):

(a)                                  the name and address of each such party;

(b)                                 (i) the class, series, and number of shares of the Corporation that are owned, directly or indirectly, beneficially and of record by each such party; (ii) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right is subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise (a "Derivative Instrument") directly or indirectly owned beneficially by each such party, and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation; (iii) any proxy, contract, arrangement, understanding, or relationship pursuant to which either party has a right to vote, directly or indirectly, any shares of any security of the Corporation; (iv) any short interest in any security of the Corporation held by each such party (for purposes of this Subsection "(C)," a person will be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (v) any rights to dividends on the shares of the Corporation owned beneficially directly or indirectly by each such party that are separated or separable from the underlying shares of the Corporation; (vi) any proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which either party is a general partner or, directly or indirectly, beneficially owns an interest in a general partner; and (vii) any performance-related fees (other than an asset-based fee) that each such party is directly or indirectly entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of each

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such party’s immediate family sharing the same household (which information set forth in this Subsection "(C)" shall be supplemented by such shareholder or such beneficial owner, as the case may be, not later than ten (10) days after the record date for the meeting to disclose such ownership as of the record date); and

(c)                                  any other information relating to each such party that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act.

(D)                               A person will not be eligible for election or re-election as a director at an annual meeting unless:  (1) the person is nominated by a Record Shareholder in accordance with Subsection "(A)(3)" above; or (2) the person is nominated by, or at the direction of, the Board of Directors.  Only such business may be conducted at an annual meeting of shareholders as has been brought before the meeting in accordance with the procedures set forth in Subsection "(C)" above.  The Chairman of the meeting will have the power and the duty to determine whether a nomination, or any business proposed to be brought before the meeting, has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed nomination or business may not be presented for shareholder action at the meeting and shall be disregarded.

(E)                                 For purposes of these Bylaws, "public announcement" will mean disclosure in a press release reported by the Dow Jones News Service, Associated Press, or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act.

(F)                                 This Sec 2:2 is expressly intended to apply to any proposal to be brought before an annual meeting of shareholders other than any proposal made pursuant to Rule 14a-8 under the Exchange Act. Notwithstanding the foregoing provisions of this Sec. 2:2, a shareholder shall also comply with all applicable requirements of the Exchange Act with respect to matters set forth in this Sec 2:2.  Nothing in this Sec 2:2 may be deemed to affect any rights of shareholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Sec. 2:3.                                                 Special Meetings.

(A)                              Special meetings of the shareholders may be called:  (1) by the President or the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board; or (2) by the holders of at least ten percent (10%)  of all the shares entitled to vote at the proposed special meeting.  For purposes of these Bylaws the term "Whole Board" will mean the total number of authorized Directors whether or not there exist any vacancies in previously authorized directorships.  Subject to applicable law, the Board of Directors may postpone or reschedule any

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previously scheduled special meeting.  The record date for determining shareholders entitled to call a special meeting is the date the first shareholder signs the notice of that meeting.

(B)                                Only such business may be conducted at a special meeting of shareholders as has been brought before the meeting pursuant to the Corporation’s notice of meeting.  The notice of such special meeting shall include the purpose for which the meeting is called.  Nominations of persons for election to the Board of Directors may be made at a special meeting of shareholders at which directors are to be elected pursuant to the Corporation’s notice of meeting:  (1) by or at the direction of the Board of Directors; or (2) by any Record Shareholder at the time of giving of notice provided for in this Subsection "(B)," who is entitled to vote at the meeting and who delivers a written notice to the Secretary setting forth

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