This excerpt taken from the OKE 8-K filed May 19, 2008.
Section 3.03 Election of directors.
(a) At each annual meeting of shareholders of the Corporation commencing at the annual meeting of shareholders next following the 2008 annual meeting of shareholders, all directors shall be elected for a term expiring at the next succeeding annual meeting of shareholders. The term of each director serving as and immediately following the date of the 2008 annual meeting of shareholders shall expire at the next annual meeting of shareholders after such date, notwithstanding that such director may have been elected for a term that extended beyond the date of such annual meeting of shareholders. Each director shall serve until the directors term expires in accordance with the foregoing provisions or until the directors prior resignation, death, disqualification or removal from office.
(b) A person shall retire from the Board upon such persons seventy-third (73rd) birthday.
(c) Only persons nominated in accordance with the procedures set forth in this Section 3.03(c) shall be eligible for election as directors. Nominations of persons for election to the Board may be made at a meeting of shareholders (i) by or at the direction of the Board or a committee thereof, or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the notice procedures set forth in this subsection (c) and subsection (d). Such nominations, other than those made by or at the direction of the Board or a committee thereof, shall be made pursuant to timely notice in writing to the secretary of the Corporation. To be timely, a shareholders notice must be received at the Principal Office of the Corporation not less than one hundred twenty (120) calendar days before the first anniversary of the date that the Corporations proxy statement was released to shareholders in connection with the previous years annual meeting; provided, however, that if the date of the meeting is changed by more than thirty (30) days from the first anniversary date of the previous years meeting, notice by a shareholder must be received no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed to shareholders or public disclosure of such date was made. In no event will the public disclosure of an adjournment of an annual meeting commence a new time period for the giving of a shareholders notice as described above.
(d) A shareholders notice to the secretary shall set forth (i) as to each person whom the shareholder proposes to nominate for election as a director: (a) the name, age, business address, and residence address of such person; (b) the principal occupation or employment of such person; (c) the class and number of shares of the Corporation which are beneficially owned by such person on the date of such shareholders notice; and (d) all other information relating to such person that would be required to be disclosed in connection with a solicitation of proxies for the election of such person as a director, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such persons written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (ii) as to the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made: (a) the name and address, as they appear on the Corporations books, of such shareholder, and of such beneficial owner, if any, and any other shareholders known by such shareholder to be supporting such nominee(s); (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder and such beneficial owner, if any, on the date of such shareholders notice and by any other shareholders known by such shareholder to be supporting such nominees on the date of such shareholders notice; (c) a description of all agreements, arrangements and understandings between such shareholder and such beneficial owner, if any, and any other person or persons (including their names) in connection with the nomination by such shareholder; and (d) all other information relating to such shareholder and beneficial owner, if any, that would be required to be disclosed by such person as a participant in a solicitation of proxies for the election of directors in a contested election, or would be otherwise required to be disclosed in connection with such solicitation, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. The foregoing information shall be supplemented by such shareholder and beneficial owner, if any, not later than ten (10) days after the record date for the meeting to disclose all such information as of the record date. No person shall be eligible to be elected as a director of the Corporation unless nominated in accordance with the procedures set forth in subsections (c) and (d). The presiding officer of the meeting shall, if the facts warrant, determine that a nomination was not made in accordance with the procedures prescribed by these By-laws, and, if the presiding officer should so determine, the presiding officer shall so declare to the meeting and the defective nomination shall be disregarded.
Section 3.04 Resignations. Any director of the Corporation may resign at any time by giving written notice to the Board or to the secretary of the Corporation. Any such resignation shall take effect immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.05 Chairman of the Board Emeritus. The Board may from time to time designate a person as Chairman of the Board Emeritus in recognition of such persons long and faithful service to the Corporation and its Board. The Chairman of the Board Emeritus shall be an honorary member of the Board and shall serve at the pleasure of the Board.