BYLAWS

                                       OF

                               GMX RESOURCES INC.

                          (AS ADOPTED JANUARY 23, 1998)

 

                            ARTICLE I - SHAREHOLDERS

 

SECTION 1.01. ANNUAL MEETING

 

              An annual meeting of the shareholders, for the election of

directors to succeed those whose terms expire and for the transaction of such

other business as may properly come before the meeting, shall be held at such

place on such date, and at such time as the Board of Directors shall each

year fix, which date shall be within thirteen months subsequent to the later

of the date of incorporation or the last annual meeting of the shareholders.

 

SECTION 1.02. SPECIAL MEETINGS

 

              Special meetings of the shareholders, for any purpose or

purposes prescribed in the notice of the meeting, may be called by the Board

of Directors or by the Chairman of the Board or the President and shall be

held at such place, on such date, and at such time as they or he shall fix.

 

SECTION 1.03. NOTICE OF MEETINGS

 

              Written notice of the place, date, and time of all meetings of

the shareholders shall be given, not less than ten (10) nor more than sixty

(60) days before the date on which the meeting is to be held, to each

shareholder entitled to vote at such meeting, except as otherwise provided

herein or required by law (meaning, here and hereinafter, as required from

time to time by the Oklahoma General Corporation Act or the Certificate of

Incorporation). The term "Certificate of Incorporation" as used herein shall

mean the Certificate of Incorporation of the Corporation as may be amended

from time to time. Notice of a special meeting of the shareholders shall also

state the purpose or purposes for which the meeting is called.

 

              When a meeting is adjourned to another place, date or time,

written notice need not be given of the adjourned meeting if the place, date,

and time thereof are announced at the meeting at which the adjournment is

taken; provided, however, that if the date of any adjourned meeting is more

than thirty (30) days after the date for which the meeting was originally

noticed, or if a new record date is fixed for the adjourned meeting, written

notice of the place, date, and time of the adjourned meeting shall be given

in conformity herewith. At any adjourned meeting, any business may be

transacted which might have been transacted at the original meeting.

 

SECTION 1.04. QUORUM

 

              At any meeting of the shareholders, the holders of a majority

of all of the shares of the stock entitled to vote at the meeting, present in

person or represented by proxy, shall constitute

 

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a quorum for all purposes, unless or except to the extent that the presence of a

larger number may be required by law or by the Certificate of Incorporation.

 

              If a quorum shall fail to attend any meeting, the chairman of

the meeting or the holders of a majority of the shares of the stock entitled

to vote who are present, in person or represented by proxy, may adjourn the

meeting to another place, date, or time.

 

SECTION 1.05. ORGANIZATION

 

              Such person as the Board of Directors may have designated or,

in the absence of such a person, the highest ranking officer of the

corporation who is present shall call to order any meeting of the

shareholders and act as chairman of the meeting. In the absence of the

Secretary of the corporation, the secretary of the meeting shall be such

person as the chairman appoints.

 

SECTION 1.06. CONDUCT OF BUSINESS

 

              The chairman of any meeting of shareholders shall determine the

order of business and the procedure at the meeting, including such regulation

of the manner of voting and the conduct of discussion as seem to him in order.

 

SECTION 1.07. PROXIES AND VOTING

 

              At any meeting of the shareholders, every shareholder entitled

to vote may vote in person or by proxy authorized by an instrument in writing

filed in accordance with the procedure established for the meeting.

 

              Each shareholder shall have one vote for every share of stock

entitled to vote which is registered in his name on the record date for the

meeting, except as otherwise provided herein or required by law or by the

Certificate of Incorporation.

 

              All voting, except where otherwise required by law or by the

Certificate of Incorporation, may be by a voice vote; provided, however, that

upon demand therefor by a shareholder entitled to vote or his proxy, a stock

vote shall be taken. Every stock vote shall be taken by ballots, each of

which shall state the name of the shareholder or proxy voting and such other

information as may be required under the procedure established for the

meeting. Every vote taken by ballots shall be counted by an inspector or

inspectors appointed by the chairman of the meeting.

 

             All elections shall be determined by a plurality of the votes

cast, and except as otherwise required by law or by the Certificate of

Incorporation, all other matters shall be determined by a majority of the

votes cast.

 

             Notwithstanding the provisions of this Section 1.07, any action

required or which may be taken at any annual or special meeting of the

shareholders may be taken without a meeting,

 

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without prior notice or a vote, if a consent or consents in writing, setting

forth the action so taken, shall be signed by the holders of outstanding

stock having not less than the minimum number of votes that would be

necessary to authorize or take such action at a meeting at which all shares

entitled to vote thereon were present and voted and shall be delivered to the

corporation by delivery to its registered office in this state, its principal

place of business, or an officer or agent of the corporation having custody

of the book in which proceedings of meetings of shareholders are recorded.

Delivery made to a corporation's registered office shall be by hand or by

certified or registered mail, return receipt requested. Such written consent

or consents shall be filed with the minutes of the proceedings of the

shareholders. Prompt notice of the taking of corporate action without a

meeting by less than unanimous written consent shall be given to those

shareholders who have not consented in writing.

 

              Every written consent shall bear the date of signature of each

shareholder who signs the consent and no written consent shall be effective

to take the corporate action referred to therein unless, within sixty (60)

days of the earliest dated consent delivered in the manner required by this

section to the corporation, written consents signed by a sufficient number of

holders to take action are delivered to the corporation by delivery to its

registered office in this state, its principal place of business, or an

officer or agent of the corporation having custody of the book in which

proceedings of meetings of shareholders are recorded. Delivery made to a

corporation's registered office shall be by hand or by certified or

registered mail, return receipt requested.

 

SECTION 1.08. STOCK LIST

 

              The officer who has charge of the stock ledger of the

corporation shall prepare a complete list of shareholders entitled to vote at

any meeting of shareholders, arranged in alphabetical order for each class of

stock and showing the address of each such shareholder and the number of

shares registered in the name of each shareholder. Such list shall be open to

the examination of any shareholder, for any purpose germane to the meeting,

during ordinary business hours for a period of at least ten (10) days prior

to the meeting, either at a place within the city where the meeting is to be

held, which place shall be specified in the notice of the meeting, or if not

so specified, at the place where the meeting is to be held.

 

              The stock list shall also be kept at the place of the meeting

during the whole time thereof and shall be open to examination by any

shareholder who is present. The stock ledger shall be the only evidence as to

the identity of the shareholders entitled to examine the stock list and to

vote in person or by proxy at the meeting.

 

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                         ARTICLE II - BOARD OF DIRECTORS

 

SECTION 2.01. NUMBER AND TERM OF OFFICE

 

              The number of directors who shall constitute the whole board

shall be such number as fixed from time to time by the Board of Directors,

except that the number of directors constituting the initial Board of

Directors shall be equal to the number of directors named in the Certificate

of Incorporation or elected by the incorporators, as the case may be. Each

director shall serve until his successor is elected and qualified or until

his earlier resignation or removal.

 

              Whenever the authorized number of directors is increased

between annual meetings of the shareholders, a majority of the directors then

in office shall have the power to elect such new directors for the balance of

a term and until their successors are elected and qualified. Any decrease in

the authorized number of directors shall not become effective until the

expiration of the term of the directors then in office unless, at the time of

such decrease, there shall be vacancies on the board which are being

eliminated by the decrease.

 

SECTION 2.02. VACANCIES

 

              If the office of any director becomes vacant by reason of

death, resignation, disqualification, removal or other cause, a majority of

the directors remaining in office, although less than a quorum, may elect a

successor for the unexpired term and until his successor is elected and

qualified.

 

SECTION 2.03. REGULAR MEETINGS

 

              Regular meetings of the Board of Directors shall be held at

such place or places, on such date or dates, and at such time or times as

shall have been established by the Board of Directors and publicized among

all directors. A notice of each regular meeting shall not be required.

 

SECTION 2.04. SPECIAL MEETINGS

 

              Special meetings of the Board of Directors may be called by

one-third (1/3) of the directors then in office or by the chief executive

officer and shall be held at such place, on such date, and at such time as

they or he shall fix. Notice of the place, date, and time of each such

special meeting shall be given each director by whom it is not waived in one

or more of the following ways: (i) by mailing written notice not less than

three (3) days before the meeting, or (ii) by personally delivering the same

not less than eighteen (18) hours before the meeting; or (iii) by

telegraphing, transmitting by facsimile or telephoning the same in a manner

reasonably designed to reach the director not less than eighteen (18) hours

before the meeting. Unless otherwise indicated in the notice thereof, any and

all business may be transacted at a special meeting.

 

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SECTION 2.05. QUORUM

 

              At any meeting of the Board of Directors, a majority of the

total directors then in office, but not less than one-third (1/3) of the

total number of directors constituting the whole board, shall constitute a

quorum for all purposes. If a quorum shall fail to attend any meeting, a

majority of the directors present may adjourn the meeting to another place,

date, or time, without further notice or waiver thereof.

 

SECTION 2.06. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE

 

              Members of the Board of Directors, or of any committee thereof,

may participate in a meeting of such board or committee by means of

conference telephone or similar communications equipment that enables all

persons participating in the meeting to hear each other. Such participation

shall constitute presence in person at such meeting.

 

SECTION 2.07. WRITTEN CONSENTS

 

              Action may be taken by the Board of Directors without a meeting

if all members thereof consent thereto in writing, and the writing or

writings are filed with the minutes of proceedings of the Board of Directors.

 

SECTION 2.08. CONDUCT OF BUSINESS

 

              At any meeting of the Board of Directors at which a quorum of

the directors is present, business shall be transacted in such order and

manner as the board may from time to time determine, and all matters shall be

determined by the vote of a majority of the directors present, except as

otherwise provided herein or required by law or by the Certificate of

Incorporation.

 

SECTION 2.09. POWERS

 

              The Board of Directors may, except as otherwise required by law

or by the Certificate of Incorporation, exercise all such powers and do all

such acts and things as may be exercised or done by the corporation,

including, without limiting the generality of the foregoing, the unqualified

power:

 

                  (1) To declare dividends from time to time in accordance with

         law;

 

                  (2) To purchase or otherwise acquire any property, rights or

         privileges on such terms as it shall determine;

 

                  (3) To authorize the creation, making and issuance, in such

         form as it may determine, of written obligations of every kind,

         negotiable or non-negotiable, secured or unsecured, and to do all

         things necessary in connection therewith;

 

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                  (4) To remove any officer of the corporation with or without

         cause, and from time to time to devolve the powers and duties of any

         officer upon any other person for the time being;

 

                  (5) To confer upon any officer of the corporation the power to

         appoint, remove and suspend subordinate officers and agents;

 

                  (6) To adopt from time to time such stock, option, stock

         purchase, bonus or other compensation plans for directors, officers and

         agents of the corporation and its subsidiaries as it may determine;

 

                  (7) To adopt from time to time such insurance, retirement, and

         other benefit plans for directors, officers and agents of the

         corporation and its subsidiaries as it may determine; and,

 

                  (8) To adopt from time to time regulations, not inconsistent

         with these bylaws, for the management of the corporation's business and

         affairs.

 

SECTION 2.10. COMPENSATION OF DIRECTORS

 

              Directors, as such, may receive, pursuant to resolution of the

Board of Directors, fixed fees and other compensation for their services as

directors, including, without limitation, their services as members of

committees of the directors.

 

                            ARTICLE III - COMMITTEES

 

SECTION 3.01. EXECUTIVE COMMITTEE

 

              The Board of Directors, by a vote of a majority of the whole

board, may designate an Executive Committee to serve at the pleasure of the

board and shall elect a director or directors to serve as the member or

members of the Executive Committee, designating, if it desires, other

directors as alternative members who may replace any absent or disqualified

member at any meeting of the Executive Committee. The Executive Committee,

except to the extent as it may be restricted from time to time by the vote of

a majority of the total number of directors, may exercise all the powers and

authority of the Board of Directors in the management of the business and

affairs of the corporation, and may authorize the seal of the corporation to

be affixed to all papers which may require it subject to the limitations set

forth on Section 3.03. Unless expressly restricted by resolution of the Board

of Directors, the Executive Committee shall have the power and authority to

declare a dividend, to authorize the issuance of stock and to adopt a

certificate of ownership and merger. In the absence or disqualification of

any member of the Executive Committee, and any alternate member in his place,

the member or members of the Executive Committee present at the meeting and

not disqualified from voting, whether or not he or they constitute a quorum,

may by

 

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<PAGE>

 

unanimous vote appoint another member of the Board of Directors to act

at the meeting in the place of the absent or disqualified member.

 

SECTION 3.02. OTHER COMMITTEES OF THE BOARD OF DIRECTORS

 

              The Board of Directors, by a vote of a majority of the whole

board, may from time to time designate other committees of the board, with

such lawfully delegable powers and duties as it thereby confers, to serve at

the pleasure of the board and shall, for those committees, elect a director

or directors to serve as the member or members, designating, if it desires,

other directors as alternative members who may replace any absent or

disqualified member at any meeting of the committee. Any committee so

designated may exercise the power and authority of the Board of Directors to

the extent the resolution designating the committee or a supplemental

resolution of the Board of Directors shall so provide subject to the

limitation set forth in Section 3.03. In the absence or disqualification of

any member of any committee and any alternate member in his place, the member

or members of the committee present at the meeting and not disqualified from

voting, whether or not he or they constitute a quorum, may by unanimous vote

appoint another member of the Board of Directors to act at the meeting in the

place of the absent or disqualified member.

 

SECTION 3.03. LIMITATIONS ON POWER AND AUTHORITY OF COMMITTEES

 

              No committee of the Board of Directors shall have any power or

authority in reference to amending the certificate of incorporation of the

corporation (except that the Executive Committee, to the extent authorized in

the resolution or resolutions providing for the issuance of shares of stock

adopted by the Board of Directors, may fix the designations and any of the

preferences or rights of such shares relating to dividends, redemption,

dissolution, any distribution of assets of the corporation or the conversion

into, or the exchange of such shares for, shares of any other class or

classes or any other series of the same or any other class or classes of

stock of the corporation or fix the number of the shares in any series of

stock or authorize the increase or decrease of the shares of any series),

adopting an agreement of merger or consolidation, recommending to the

shareholders the sale, lease or exchange of all or substantially all of the

property and assets of the corporation, recommending to the shareholders a

dissolution of the corporation or a revocation of a dissolution, or amending

the bylaws of the corporation.

 

SECTION 3.04. CONDUCT OF BUSINESS

 

              Each committee may determine the procedural rules for meeting

and conducting its business and shall act in accordance therewith, except as

otherwise provided herein or required by law. Adequate provision shall be

made for notice to members of all meetings; one-third (1/3) of the total

committee members shall constitute a quorum unless the committee shall

consist of one or two members, in which event one member shall constitute a

quorum; and all matters shall be determined by a majority vote of the members

present. Minutes of each committee meeting shall be prepared, approved by the

chairman of the meeting and filed with the Secretary of the corporation.

Action may

 

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be taken by any committee without a meeting if all members thereof consent

thereto in writing, and the writing or writings are filed with the minutes of

the proceedings of such committee.

 

                              ARTICLE IV - OFFICERS

 

SECTION 4.01. GENERALLY

 

              The officers of the corporation shall consist of a President

and a Secretary and such other senior or subordinate officers as may from

time to time be elected by the Board of Directors. The Board of Directors may

also elect from its number a Chairman and Vice Chairman of the Board of the

corporation. Officers shall be elected by the Board of Directors, which shall

consider that subject at its first meeting after every annual meeting of

shareholders. Each officer shall hold his office until his successor is

elected and qualified or until his earlier resignation or removal. Any number

of offices may be held by the same person.

 

SECTION 4.02. CHAIRMAN OF THE BOARD

 

              The Chairman of the Board, if any, shall, if present, preside

at all meetings of the Board of Directors and exercise and perform such other

powers and duties as may be from time to time assigned to him by the Board of

Directors. He shall be the senior officer of the corporation and shall be

responsible for overall planning and policy.

 

SECTION 4.03. VICE CHAIRMAN OF THE BOARD

 

              The Vice Chairman of the Board shall perform such duties as the

Board of Directors shall prescribe. In the absence or disability of the

Chairman of the Board, the Vice Chairman shall perform the duties and

exercise the powers of the Chairman of the Board.

 

SECTION 4.04. PRESIDENT

 

              The President shall be the chief executive officer of the

corporation. Subject to the provisions of these bylaws and to the direction

of the Board of Directors, he shall have the responsibility for the general

management and control of the affairs and business of the corporation and

shall perform all duties and have all powers which are commonly incident to

the office of chief executive or which are delegated to him by the Board of

Directors. He shall have power to sign all stock certificates, contracts and

other instruments of the corporation which are authorized. He shall have

general supervision and direction of all of the other officers and agents of

the corporation.

 

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SECTION 4.05. VICE PRESIDENTS

 

              Each Vice President shall perform such duties as the Board of

Directors shall prescribe. In the absence or disability of the President, the

Vice President with the highest ranking shall perform the duties and exercise

the powers of the President.

 

SECTION 4.06. SECRETARY

 

              The Secretary shall issue all authorized notices for, and

shall keep minutes of, all meetings of the shareholders and the Board of

Directors. He shall have charge of the corporate records.

 

SECTION 4.07. TREASURER

 

              The Treasurer, if any, shall have the custody of all monies and

securities of the corporation and shall keep regular books of account. He

shall make such disbursements of the funds of the corporation as are proper

and shall render from time to time an account of all such transactions and of

the financial condition of the corporation.

 

SECTION 4.08. DELEGATION OF AUTHORITY

 

              The Board of Directors may from time to time delegate the

powers or duties of any officer to any other officers or agents,

notwithstanding any provision hereof.

 

SECTION 4.09. REMOVAL

 

              Any officer of the corporation may be removed at any time, with

or without cause, by the Board of Directors.

 

SECTION 4.10. ACTION WITH RESPECT TO SECURITIES OF OTHER CORPORATIONS

 

              Unless otherwise directed by the Board of Directors, the

President shall have power to vote and otherwise act on behalf of the

corporation, in person or by proxy, at any meeting of shareholders of or with

respect to any action of shareholders of any other corporation in which this

corporation may hold securities and otherwise to exercise any and all rights

and powers which this corporation may possess by reason of its ownership of

securities in such other corporation.

 

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                                ARTICLE V - STOCK

 

SECTION 5.01. CERTIFICATES OF STOCK

 

              Each shareholder shall be entitled to a certificate signed by,

or in the name of, the corporation by the Chairman or the Vice Chairman of

the Board, or the President or a Vice President, and by the Secretary or an

Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying

and representing the number of shares owned by him. Any of or all the

signatures on the certificate may be facsimile.

 

SECTION 5.02. TRANSFERS OF STOCK

 

              Transfers of stock shall be made only upon the transfer books

of the corporation kept at an office of the corporation or by transfer agents

designated to transfer shares of the stock of the corporation. Except where a

certificate is issued in accordance with Section 5.04 of these bylaws, an

outstanding certificate for the number of shares involved shall be

surrendered for cancellation before a new certificate is issued therefor.

 

SECTION 5.03. RECORD DATE

 

              The Board of Directors may fix a record date for determining

shareholders entitled to notice of or to vote at a meeting of shareholders,

which record date shall not precede the date upon which the resolution fixing

the record date is adopted by the Board of Directors, and which record date

shall not be more than sixty (60) nor less than ten (10) days before the date

of such meeting. If no record date is fixed by the Board of Directors, the

record date for determining shareholders entitled to notice of or to vote at

a meeting of shareholders shall be at the close of business on the day next

preceding the day on which notice is given, or, if notice is waived, at the

close of business on the day next preceding the day on which the meeting is

held. A determination of shareholders of record entitled to notice of or to

vote at a meeting of shareholders shall apply to any adjournment of the

meeting; provided, however, that the Board of Directors may fix a new record

date for the adjourned meeting.

 

              In order that the corporation may determine the shareholders

entitled to consent to corporate action in writing without a meeting, the

Board of Directors may fix a record date, which record date shall not precede

the date upon which the resolution fixing the record date is adopted by the

Board of Directors, and which date shall not be more than ten (10) days after

the date upon which the resolution fixing the record date is adopted by the

Board of Directors. If no record date has been fixed by the Board of

Directors, the record date for determining shareholders entitled to consent

to corporate action in writing without a meeting, when no prior action by the

Board of Directors is required by the Oklahoma General Corporation Act, shall

be the first date on which a signed written consent setting forth the action

taken or proposed to be taken is delivered to the corporation by delivery to

its registered office in this state, its principal place of business, or an

officer or agent of the corporation having custody of the book in which

proceedings of meetings of shareholders are

 

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<PAGE>

 

recorded. Delivery made to a corporation's registered office shall be by hand

or by certified or registered mail, return receipt requested. If no record

date has been fixed by the Board of Directors and prior action by the Board

of Directors is required by the Oklahoma General Corporation Act, the record

date for determining shareholders entitled to consent to corporate action in

writing without a meeting shall be at the close of business on the day on

which the Board of Directors adopts the resolution taking such prior action.

 

              In order that the corporation may determine the shareholders

entitled to receive payment of any dividend or other distribution or

allotment of any rights or the shareholders entitled to exercise any rights

in respect of any change, conversion or exchange of stock, or for the purpose

of any other lawful action, the Board of Directors may fix a record date,

which record date shall not precede the date upon which the resolution fixing

the record date is adopted, and which record date shall be not more than

sixty (60) days prior to such action. If no record date is fixed, the record

date for determining shareholders for any such purpose shall be at the close

of business on the day on which the Board of Directors adopts the resolution

relating thereto.

 

SECTION 5.04. LOST, STOLEN OR DESTROYED CERTIFICATES

 

              In the event of the loss, theft or destruction of any

certificate of stock, another may be issued in its place pursuant to such

regulations as the Board of Directors may establish concerning proof of such

loss, theft or destruction and concerning the giving of a satisfactory bond

or bonds of indemnity.

 

SECTION 5.05. REGULATIONS

 

              The issue, transfer, conversion and registration of

certificates of stock shall be governed by such other regulations as the

Board of Directors may establish.

 

                              ARTICLE VI - NOTICES

 

SECTION 6.01. NOTICES

 

              Except as otherwise permitted herein, whenever notice is

required to be given to any shareholder, director, officer, or agent, such

requirement shall not be construed to mean personal notice. Such notice may

in every instance be effectively given by depositing a writing in a post

office or letter box, first class postage prepaid, or by dispatching a

prepaid telegram, addressed to such shareholder, director, officer, or agent

at his or her address as the same appears on the books of the corporation.

The time when such notice is deposited or dispatched shall be the time of the

giving of the notice.

 

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SECTION 6.02. WAIVERS

 

              A written waiver of any notice, signed by a shareholder,

director, officer, or agent, whether before or after the time of the event

for which notice is to be given, shall be deemed equivalent to the notice

required to be given to such shareholder, director, officer, or agent.

Neither the business nor the purpose of any meeting need be specified in such

a waiver.

 

                           ARTICLE VII - MISCELLANEOUS

 

SECTION 7.01. FACSIMILE SIGNATURES

 

              In addition to the provisions for the use of facsimile

signatures elsewhere specifically authorized in these bylaws, facsimile

signatures of any officer or officers of the corporation may be used whenever

and as authorized by the Board of Directors or a committee thereof.

 

SECTION 7.02. CORPORATE SEAL

 

              The Board of Directors may provide a suitable seal, containing

the name of the corporation and the word "Oklahoma", which seal shall be

placed in the custody of the Secretary. If and when so directed by the Board

of Directors or a committee thereof, duplicates of the seal may be kept and

used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

 

SECTION 7.03. RELIANCE UPON BOOKS, REPORTS AND RECORDS

 

              A member of the Board of Directors or a member of any committee

designated by the Board of Directors, in the performance of his duties, shall

be fully protected in relying in good faith upon the records of the

corporation and upon such information, opinions, reports or statements

presented to the corporation by any of the corporation's officers or

employees, or committees of the Board of Directors, or by any other person as

to matters the member reasonably believes are within such officer's,

employee's, committee's or other person's competence and who have been

selected with reasonable care by or on behalf of the corporation.

 

SECTION 7.04. FISCAL YEAR

 

              The fiscal year of the corporation shall be as fixed by the

Board of Directors.

 

SECTION 7.05. TIME PERIODS

 

              In applying any provision of these bylaws which require that an

act be done or not done a specified number of days prior to an event or that

an act be done during a period of a specified number of days prior to an

event, calendar days shall be used, the day of the doing of the act shall be

excluded and the day of the event shall be included.

 

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                            ARTICLE VIII - AMENDMENTS

 

              These bylaws may be amended or repealed by the Board of

Directors at any meeting or by the shareholders at any meeting.

 

 

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                            CERTIFICATE OF SECRETARY

 

 

 

                  I, the undersigned, do hereby certify:

 

                  1. That I am the duly elected and acting Secretary of GMX

Resources Inc., an Oklahoma corporation;

 

                  2. That the foregoing bylaws comprising thirteen (13) pages

constitute the bylaws of said corporation as duly adopted by Unanimous Written

Consent of Board of Directors effective January 23, 1998.

 

                  IN WITNESS WHEREOF, I have hereunto subscribed my name and

affixed the seal of said corporation this 23rd day of January, 1998.

 

                                            /s/ Ken L. Kenworthy, Sr.

                                        ---------------------------------

                                        Ken L. Kenworthy, Sr., Secretary

 

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AMENDED CERTIFICATE OF INCORPORATION

OF

GMX RESOURCES INC.

The undersigned officers of GMX RESOURCES INC., an Oklahoma corporation (the “Corporation”), hereby file this Amended Certificate of Incorporation to reflect an amendment to the Corporation’s Certificate of Incorporation as reflected in the amended and restated Article Fourth as set forth below:

FOURTH. The total number of shares of capital stock which the Corporation shall have authority to issue is two hundred sixty million (260,000,000) shares, divided into two hundred fifty million (250,000,000) shares of Common Stock of the par value of one tenth of one cent ($.001) per share and ten million (10,000,000) shares of Preferred Stock of the par value of one tenth of one cent ($.001) per share.

As of 5:00 p.m. (Oklahoma City local time) on January 3, 2013 (the “Effective Time”), each thirteen (13) (the “Reverse Split Factor”) shares of Common Stock issued and outstanding at such time shall be combined into one (1) share of Common Stock (the “Reverse Stock Split”). The par value of the Common Stock following the Reverse Stock Split shall remain $.001 per share. No fractional shares will be issued in connection with the Reverse Stock Split. Each shareholder of record who otherwise would be entitled to receive fractional shares, will be entitled to an amount in cash (without interest or deduction) equal to the fraction of one whole share to which such shareholder would otherwise be entitled multiplied by the product of: (y) the average of the closing prices of the Common Stock on the New York Stock Exchange or other principal market of the Common Stock, as applicable, for the five consecutive trading days immediately before the Effective Time and (z) the Reverse Split Factor. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined pursuant to the Reverse Stock Split, subject to the elimination of fractional interests as described above.

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Oklahoma, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(1) The number of shares constituting that series and the distinctive designation of that series;

(2) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date and the relative rights of priority, if any, of payment of dividends on shares of that series;

(3) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(4) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(5) Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in the case of redemption, which amount may vary under different conditions and at different redemption rates;

(6) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

 


 

(7) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(8) Any other relative rights, preferences and limitations of that series.

 

 

The undersigned officers certify that the foregoing amendment was adopted in accordance with the procedures set forth in Section 1077 of the Oklahoma General Corporation Act.

IN WITNESS WHEREOF, the undersigned officers have executed this Amended Certificate of Incorporation this 18th day of December, 2012.

 

 

 

 

GMX RESOURCES INC.

 

 

By:

 

/s/ Ken L. Kenworthy, Jr.

 

 

Ken L. Kenworthy, Jr., Chairman of the

Board of Directors and Chief Executive Officer

 

 

ATTEST:

 

 /s/ James A. Merrill

James A. Merrill, Secretary

 

[As Filed: 12-19-2012]