CENTRAL COAL & COKE CORPORATION
BYLAWS
(AS OF FEBRUARY 16, 2000)
OFFICES
1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware, and the name of the
registered agent in charge thereof is The Corporation
Trust Company.
2. The Corporation may also have an office in the City of
Kansas City, State of Missouri, and also offices in such other
places as the Board of Directors may from time to time appoint
or the business of the Corporation may require.
SEAL
3. The corporate seal shall have inscribed thereon the
name of the Corporation, the year of its organization and
the words "Corporate Seal, Delaware." Said seal may be used
by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
STOCKHOLDERS' MEETINGS
4. Meetings of the stockholders may be held at the office
of the Corporation in Kansas City, Missouri, or at such other
place as may be stated in the call or notice of the meeting.
5. An annual meeting of stockholders shall be held on the
third Wednesday of April in each year, if not a legal holiday,
and if a legal holiday, then on the next day following, at
9:00 o'clock A. M., when they shall elect by a plurality vote,
by ballot, a Board of Directors, and transact such other business
as may properly be brought before the meeting.
6. At least one-third (1/3) of the shares issued and
outstanding, and entitled to vote at any meeting, the holders of
which are present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by
law, by the Certificate of Incorporation or by these Bylaws.
If, however, such number of shares shall not be present or
represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or by proxy, shall
have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until the
requisite amount of voting stock shall be present. At such
adjourned meeting at which the requisite amount of voting stock
shall be represented, any business may be transacted which might
have been transacted at the meeting as originally notified.
7. At any meeting of the stockholders every stockholder
having the right to vote shall be entitled to vote in person,
or by proxy appointed by an instrument in writing subscribed
by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides
for a longer period. Each stockholder shall have one vote for
each share of stock having voting power, registered in his name
on the books of the Corporation; provided, that no share of
stock shall be voted on at any meeting which shall have been
transferred on the books of the Corporation within 30 days next
preceding the day on which such meeting shall be held.
8. Written notice of the annual meeting shall be mailed to
each stockholder entitled to vote thereat at such address as
appears on the stock book of the Corporation, not less than
ten nor more than 60 days prior to the meeting.
9. A complete list of the stockholders entitled to
vote at the ensuing election, arranged in alphabetical order,
with the residence of each, and the number of voting shares
held by each shall be prepared by the Secretary and filed in
the office where the election is to be held, at least ten days
before every election, and shall at all times, during the usual
hours for business, and during the whole time of said election,
be open to the examination of any stockholder for any purpose
germane to the meeting.
10. Special meetings of the stockholders, for any purpose,
or purposes, unless otherwise prescribed by statute, may be called
by the President, and shall be called by the President or
Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning
a majority in amount of the entire capital stock of the
Corporation issued and outstanding and entitled to vote.
Such request shall state the purpose or purposes of the
proposed meeting.
11. Business transacted at all special meetings shall
be confined to the objects stated in the call.
12. Written notice of a special meeting of stockholders,
stating the time and place and object thereof, shall be mailed,
postage prepaid, not less than ten nor more than 60 days before
such meeting, to each stockholder entitled to vote thereat at
such address as appears on the books of the Corporation.
DIRECTORS
13. The property and business of this Corporation shall be
managed and controlled by its Board of Directors, six in number.
Directors need not be stockholders. They shall be elected at
the annual meeting of the stockholders, and each Director shall
be elected to serve until his successor shall be elected and shall
qualify, all as provided in the Certificate of Incorporation.
14. The Directors may hold their meetings and have one or
more offices outside of Delaware, in the City of Kansas City,
Missouri, or at such other places as they may from time to time
determine.
15. In addition to the powers and authorities by these
Bylaws expressly conferred upon it, the Board of Directors may
exercise all such powers of the Corporation and do all such
lawful acts and things as are not by statute or by the
Certificate of Incorporation or by these Bylaws directed or
required to be exercised or done by the stockholders.
RIGHT TO INDEMNIFICATION
16.(a) Each person who was or is made a party or is
threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or
investigative ("proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative,
is or was a Director or officer of the Corporation or is or was
serving at the request of the Corporation as a Director, officer,
employee or agent of any other corporation or of a partnership,
joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity as a Director,
officer, employee or agent or in any other capacity while serving
as a Director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent
authorized by the Delaware General Corporation Law, as the
same exists or may hereafter be amended, (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than said Law permitted the Corporation to provide prior
to such amendment) against all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection
therewith; provided, however, that the Corporation shall indemnify
any such person seeking indemnity in connection with an action,
suit or proceeding (or part thereof) initiated by such person
only if such action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. Such
right shall be a contract right and shall include the right to
be paid by the Corporation expenses incurred in defending any
such proceeding in advance of its final disposition; provided,
however, that, the payment of such expense incurred by a
Director or officer in his or her capacity as a Director or
officer (and not in any other capacity in which service was
or is rendered by such person while a Director or officer,
including, without limitation, service to an employee
benefit plan) in advance of the final disposition of such
proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such Director or officer,
to repay all amounts so advanced if it should be determined
ultimately that such Director or officer is not entitled to
be indemnified under this Section or otherwise.
(b) If a claim under paragraph (a) is not paid in full
by the Corporation within 90 days after a written claim has
been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking has been
tendered to the Corporation) that the claimant has not met the
standards of conduct which make it permissible under the
Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the
burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation (including its Board
of Directors, independent legal counsel, or it stockholders)
to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable
standard of conduct set forth in the Delaware General
Corporation Law, or an actual determination by the Corporation
(including its Board of Directors, independent legal counsel,
or its stockholders) that the claimant had not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that claimant had not met the applicable standard of
conduct.
(c) The rights conferred on any person by paragraphs
(a) and (b) shall not be exclusive of any other right which
such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement,
vote of stockholders or disinterested Directors or otherwise.
(d) The Corporation may maintain insurance, at its expense,
to protect itself and any such Director, officer, employee or
agent of the Corporation or another corporation, partnership,
joint venture, trust or other enterprise against any such
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the Delaware General Corporation
Law.
COMMITTEES OF DIRECTORS
17. The Board of Directors may, by resolution or resolutions
passed by a majority of the whole Board, designate one or more
committees, each committee to consist of two or more of the
Directors of the Corporation, which, to the extent provided
in said resolution or resolutions, shall have and may exercise
the powers of the Board of Directors in the management of the
business and affairs of the Corporation, and may have power to
authorize the seal of the Corporation to be affixed to all papers
which may require it. Such committee or committees shall have
such name or names as may be determined from time to time by
resolution adopted by the Board of Directors.
18. The committees shall keep regular minutes of their
proceedings and report the same to the Board when required.
COMPENSATION OF DIRECTORS
19. Directors shall each receive a stated salary for
their services to be determined by resolution of the Board
and in addition thereto, by resolution of the Board a fixed
sum and expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to
preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefor.
20. Members of special or standing committees may be allowed
like compensation for attending committee meetings.
MEETINGS OF THE BOARD
21. The newly elected Board may meet at such place and time
either within or without the State of Delaware as shall be fixed
by the vote of the stockholders at the annual meeting, for the
purpose of organization or otherwise, and no notice of such meeting
shall be necessary to the newly elected Directors in order legally
to constitute the meeting; provided, a quorum shall be present; or
they may meet at such place and time as shall be fixed by the
consent in writing of all the Directors.
22. Regular meetings of the Board may be held without notice
at such time and place either within or without the state of
Delaware as shall from time to time be determined by the Board.
23. Special meetings of the Board may be called by the
President on three days notice to each Director, either personally
or by mail or by telegram; special meetings shall be called by the
President or Secretary in like manner and on like notice on the
written request of two Directors.
24. At all meetings of the Board, three of the Directors shall
be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors
present at any meeting at which there is a quorum, shall be the act
of the Board of Directors, except as may be otherwise specifically
provided by statute or by the Certificate of Incorporation or by
these Bylaws.
OFFICERS
25. The officers of the Corporation shall be chosen by the
Directors and shall be a President, Vice President, Secretary
and Treasurer. The Board of Directors may also choose additional
Vice Presidents, Assistant Secretaries and Assistant Treasurers.
Any number of offices may be held by the same person.
26. The Board of Directors, at its first meeting after each
annual meeting of stockholders shall elect the officers designated
in Section 25 above, who need not be members of the Board.
27. The Board may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board.
28. The salaries of all officers and agents of the Corporation
shall be fixed by the Board of Directors.
29. The officers of the Corporation shall hold office until
their successors are chosen and qualify in their stead. Any
officer elected or appointed by the Board of Directors may be
removed at any time by the affirmative vote of a majority of
the whole Board of Directors. If the office of any officer or
officers becomes vacant for any reason, the vacancy shall be
filled by the affirmative vote of a majority of the whole Board
of Directors.
THE PRESIDENT
30. The President shall be the chief executive officer of
the Corporation; he shall preside at all meetings of the
stockholders and Directors; he shall have general and active
management of the business of the Corporation, and shall see
that all orders and resolutions of the Board are carried into
effect.
31. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation.
32. He shall be ex officio a member of all standing committees
and shall have the general powers and duties of supervision and
management usually vested in the office of President of a
corporation.
VICE PRESIDENTS
33. The Vice Presidents in the order of their seniority
shall, in the absence or disability of the President, perform
the duties and exercise the powers of the President and shall
perform such other duties as the Board of Directors shall
prescribe.
THE SECRETARY AND ASSISTANT SECRETARIES
34. The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that
purpose; and shall perform like duties for the standing committee
when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and
shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be.
He shall keep in safe custody the seal of the Corporation, and
when authorized by the Board, affix the same to any instrument
requiring it, and when so affixed, it shall be attested by his
signature or by the signature of the Treasurer or an Assistant
Secretary.
35. The Assistant Secretaries may, in the absence or disability
of the Secretary, perform the duties and exercise the powers of
the Secretary, and shall perform such other duties as the Board
of Directors shall prescribe.
THE TREASURER AND ASSISTANT TREASURER
36. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts
of the receipts and disbursements in books belonging to the
Corporation and shall deposit all monies, and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors.
37. He shall disburse the funds of the Corporation as may be
ordered by the Board, taking proper vouchers for such disbursements
and shall render to the President and Directors, at the regular
meetings of the Board, or whenever they may require it, an account
of all his transactions as Treasurer and of the financial condition
of the Corporation.
38. He shall give the Corporation a bond if required by the
Board of Directors in a sum, and with one or more sureties
satisfactory to the Board, for the faithful performance of the
duties of his office, and for the restoration to the Corporation,
in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property
of whatever kind in his possession or under his control belonging
to the Corporation.
39. The Assistant Treasurers may, in the absence or disability
of the Treasurer, perform the duties and exercise the owners of
the Treasurer, and shall perform such other duties as the
Board of Directors shall prescribe.
DUTIES OF OFFICERS MAY BE DELEGATED
40. In case of the absence of any officer of the Corporation,
or for any other reason that the Board may deem sufficient, the
Board may delegate, for the time being, the powers or duties of
any of them, of such officer to any other officer, or to any
Director.
CERTIFICATES OF STOCK
41. The certificates of stock of the Corporation shall be
numbered and recorded as they are issued. They shall exhibit the
holder's name and number of shares and shall be signed by the
President or a Vice President and Treasurer or an Assistant
Treasurer, or the Secretary or an Assistant Secretary. Any
or all of the signatures on the certificate may be a facsimile.
The designations, preferences and relative participating,
optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set
forth in full or summarized on the face or back of the
certificate which the Corporation shall issue to represent
such class or series of stock.
TRANSFERS OF STOCK
42. Transfers of stock shall be made on the records of the
Corporation only by the person named in the certificate or by
attorney, lawfully constituted in writing, and upon surrender of
the certificate therefor.
CLOSING OF TRANSFER BOOKS
43. The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not
exceeding 60 days preceding the date for payment of any
dividend or the date for the allotment of rights or the
date when any change or conversion or exchange of capital
stock shall go into effect; provided, however, that in lieu
of closing the stock transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 60 days
preceding the date of any meeting of stockholders or the date
for the payment of any dividend, or the date for the allotment
of rights, or the date when any change or conversion or exchange
of capital stock shall go into effect, as a record date for the
determination of the stockholders entitled to receive payment of
any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion
or exchange of capital stock, and in such case such stockholders,
and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to receive payment of such
dividends or to receive such allotment of rights, or to exercise
such rights, as the case may be notwithstanding any transfer of
any stock on the books of the Corporation after any such record
date fixed as aforesaid.
REGISTERED STOCKHOLDERS
44. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share on the
part of any other person, whether or not it shall have express
or other notice thereof, save as expressly provided by the laws
of Delaware.
LOST CERTIFICATE
45. Any person claiming a certificate of stock to be lost,
stolen or destroyed shall make an affidavit or affirmation of
that fact in such manner as the Board of Directors may require,
and the Board of Directors may, in its discretion, require the
owner of the lost, stolen or destroyed certificate or his legal
representative, to give the Corporation a bond, in such sum as
it may direct, to indemnify the Corporation against any claim
that may be made against it on account of the alleged loss,
theft or destruction of any such certificate. A new
certificate of the same tenor and for the same number of
shares as the one alleged to be lost, stolen or destroyed may
be issued without requiring any bond when, in the judgment of
the Directors, it is proper so to do.
CHECKS
46. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time
to time designate.
FISCAL YEAR
47. The fiscal year shall begin the 1st day of January in
each year.
DIVIDENDS
48. Dividends upon the capital stock of the Corporation,
subject to the provisions of the Certificate of Incorporation,
if any, may be declared by the Board of Directors at any regular
or special meeting, pursuant to law. Dividends may be paid in
cash, in property, or in shares of the capital stock.
49. Before payment of any dividend there may be set aside
out of any funds of the Corporation available for dividends such
sum or sums as the Directors from time to time, in their absolute
discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for such other purpose as the
Directors shall think conducive to the interests of the
Corporation, and the Directors may abolish any such reserve in
the manner in which it was created.
DIRECTORS' ANNUAL STATEMENT
50. The Board of Directors may present at each annual
meeting a full and clear statement of the business and
condition of the Corporation.
NOTICES
51. Whenever under the provisions of these Bylaws notice is
required to be given to any Director, officer or stockholder, it
shall not be construed to mean personal notice, but such notices
may be given in writing, by mail, by depositing the same in the
post office or letter box, in a post-paid sealed wrapper,
addressed to such stockholder, officer or Director at such
address as appears on the books of the Corporation, and such
notice shall be deemed to be given at the time when the same
shall be thus mailed.
52. Any stockholder, Director, or officer may waive any
notice required to be given under these Bylaws.
AMENDMENTS
53. These Bylaws may be altered or amended or repealed by
the affirmative vote of a majority of the stock issued and
outstanding and entitled to vote thereat, at any regular or
special meeting of the stockholders, if notice of the proposed
alteration or amendment or repeal be contained in the notice of
the meeting, or by the affirmative vote of a majority of the
Board of Directors at any regular or special meeting of the Board,
if notice of the proposed alteration or amendment be contained
in the notice of the meeting.
AS AMENDED FEBRUARY 16, 2000