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Exhibit 3.
NORTH EUROPEAN OIL ROYALTY TRUST
AMENDED AND RESTATED TRUSTEES' REGULATIONS
February 9, 2005
The following amended and restated regulations were unanimously
adopted by the Trustees of North European Oil Royalty Trust (the "Trust"),
established under a Trust Agreement (the "Trust Agreement"), made and dated
September 10, 1975, as amended:
AMENDED AND RESTATED TRUSTEES' REGULATIONS
I. TRUSTEES
Section 1.01. Managing Trustee; Alternates.
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The Managing Trustee shall act as Chairman at all meetings of the
Trustees, and shall have the power to appoint committees of the Trustees and
to perform all administrative acts on behalf of the Trustees, except to the
extent that the Declaration of Trust specifically requires such acts to be
performed by a majority or all of the Trustees. In the event that the
Managing Trustee shall not be present at any meeting of the Trustees, the
Managing Trustee may appoint one of the remaining Trustees to serve as
Chairman of the meeting and to perform the other administrative acts
mentioned in this Section. In the event that the Managing Trustee shall
fail to make such an appointment, the remaining Trustees shall elect one of
their number to so act.
Section 1.02. Time and Place of Meetings.
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Meetings of the Trustees shall be held at such place as may be
fixed from time to time by the Trustees, or as may be designated in the call
of the meeting. Regular meetings of the Trustees shall be held at such times
as the Trustees shall determine, but not less frequently than quarterly.
Special meetings of the Trustees shall be held whenever called by the
Managing Trustee or by any two other Trustees, at such time and place as may
be designated in the notice of the meeting. Any meeting of the Trustees may
be held by means of a conference telephone call or other similar means of
communication (or by such means of communication as may then be permitted
for meetings of corporate boards of directors under the laws of the State
of Delaware in force from time to time).
Section 1.03. Notice of Meetings.
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At least three (3) days' written notice shall be given of the time
and place of any regular or special meeting of the Trustees. Notice may be
delivered to each Trustee either personally, by mail, by facsimile
telecommunication, electronic mail or by means of other electronic
communication. If the notice is sent by mail, it shall be deemed to be
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given when deposited in the mail. If the notice is sent by facsimile
telecommunication, it shall be deemed to be given when transmitted. If the
notice is sent by electronic mail or by means of other electronic
communication, it shall be deemed to be given upon acknowledgment of receipt.
The notice of a special meeting shall state the nature of the business to be
transacted. Notice of an adjourned meeting need not be given if the time
and place of the adjourned meeting and the business to be transacted are
announced at the meeting at which such adjournment action is taken.
Section 1.04. Quorum.
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A majority of the Trustees in office shall constitute a quorum, but
no action shall be taken by the Trustees unless approved, either at such
meeting or in writing thereafter (as provided in Section 1.06), by a
majority of the Trustees then holding office.
Section 1.05. Waiver of Notice.
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Before or at any special or regular meeting of the Trustees, any
Trustee may, in writing, waive notice of such meeting in such a way that it
shall be deemed equivalent to the giving of such notice. Attendance (or
participation) by a Trustee at any meeting of the Trustees shall be a waiver
of notice by such Trustee of the time and place thereof.
Section 1.06. Action Without Meeting.
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Any action that could be taken at a meeting of the Trustees may be
taken without a meeting, provided that at least three Trustees shall approve
such action in a writing, to be filed in the Record Book. Any Trustee who
has not approved such action shall be given notice of such action promptly
after said three approvals are obtained.
Section 1.07. Record Books.
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The Record Books of the Trust, in which all minutes of meetings of
the Trustees shall be kept, shall be kept on file at such office as the
Trustees may direct. Copies of resolutions not set out in full in the
minutes shall also be kept in the Record Book.
Section 1.08. Indemnification.
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Each person who is or was 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, investigative or otherwise (hereinafter a
"proceeding"), by reason of the fact that such person, or a person of whom
such person is the legal representative, is or was a Trustee, officer,
employee or agent of the Trust or is or was serving at the request of the
Trust, as a trustee, director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall be
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indemnified and held harmless by the Trust to the fullest extent authorized
by the General Corporation Law of Delaware, as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement) actually and reasonably incurred by such person in connection
therewith; provided, however, that, except as provided in Section 1.09 with
respect to proceedings seeking to enforce rights to indemnification, the
Trust shall indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person only if such
proceeding (or part thereof) was authorized by a majority of the Trustees.
The right to indemnification conferred in this Section 1.08 shall be a
contract right and shall include the right to be paid by the Trust for
expenses incurred in defending or prosecuting any such proceeding in advance
of its final disposition; provided, however, that, if the General Corporation
Law of Delaware requires, the payment of such expenses incurred by a Trustee
or officer in such person's capacity as a Trustee or officer in advance of
the final disposition of a proceeding shall be made only upon delivery to the
Trust of an undertaking, by or on behalf of such Trustee or officer, to repay
all amounts so advanced if it shall ultimately be determined that such
Trustee or officer is not entitled to be indemnified under this Section 1.08
or otherwise. No such indemnification or reimbursement may be made where
payment or reimbursement would duplicate a payment or reimbursement made
under an insurance policy or by other third party payment, or where the
person seeking indemnification or reimbursement was found to have obtained
personal profit or advantage to which such person was not legally entitled.
Section 1.09. Determination of Rights.
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The Trustees shall fix and establish from time to time the manner
in which determination shall be made on requests for indemnification or
reimbursement. The Trustees shall not be required to hold hearings, take
evidence, or otherwise examine proofs or documentation and may rely
conclusively on opinions of counsel or auditors with respect to any such
claim. If a claim under Section 1.08 is not paid in full by the Trust within
thirty days after a written claim has been received by the Trust, except in
the case of a claim for expenses incurred in defending a proceeding in
advance of its final disposition in which case the applicable period shall
be ten days, the claimant may at any time thereafter bring suit against the
Trust 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. The claimant shall be presumed to be entitled to
indemnification under Section 1.08 upon submission of a written claim (and,
in an action brought to enforce a claim for an advancement of expenses, where
any required undertaking has been tendered to the Trust), and thereafter the
Trust shall have the burden of proof to overcome the presumption that the
claimant is not so entitled. 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, if any is required, has been tendered to the Trust) that the
claimant has not met the standards of conduct which make it permissible under
the General Corporation Law of Delaware for the Trust to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the Trust. Neither the failure of the Trust (including the Trustees or
independent legal counsel) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because such person has met the applicable standard of
conduct set forth in the General Corporation Law of Delaware, nor an actual
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determination by the Trust (including its Trustees or independent legal
counsel) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant
has not met the applicable standard of conduct.
Section 1.10. Non-Exclusive Rights.
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The right to indemnification and the payment of expenses incurred
in defending a proceeding in advance of its final disposition conferred in
these Regulations shall not be exclusive of any other right which any person
may have or hereafter acquired under any statute, provision of the Trust
Agreement, any other agreement, vote of disinterested Trustees or otherwise,
both as to action in such person's official capacity and as to action in
another capacity while holding such office.
Section 1.11. Indemnification Agreements.
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The Trustees may furnish from time to time agreements confirming
the rights of any person serving as a Trustee or officer or elected to serve
as a Trustee or officer to the indemnification and reimbursement provided in
the Trust Agreement, the provisions of law, and these Regulations, but no
provision of any such indemnification agreement shall diminish or otherwise
restrict the right of any Trustee to indemnification sought under provision
of the Trust Agreement, these Regulations or Delaware law.
Section 1.12. Committees.
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By resolution or resolutions passed by a majority of the Trustees,
the Trustees may create and designate various committees, which committees
shall have and may exercise the powers of the Trustees in the management of
the business or affairs of the Trust to the extent provided in such
resolution or resolutions. Any such committee shall meet at such stated
times and places or on such call or notice, keep such minutes or other
records, make such reports, adopt or follow such rules of procedure and have
such quorum as may be prescribed by, or pursuant to, resolution or
resolutions of the Trustees; but unless and until any such resolution or
resolutions shall have been adopted, any such committee shall adopt its own
rules and regulations for the calling and holding of its meetings, the making
of reports and the keeping of records.
II. PERSONS WHO MAY VOTE CERTIFICATES FOR UNITS OF BENEFICIAL INTEREST
Section 2.01. Proxies.
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All proxies must be in writing and executed by the registered owner
or his duly authorized attorney.
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Section 2.02. Certificates Owned by Corporations.
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Certificates registered in the name of a corporation may be voted
by an officer of the corporation or by a proxy appointed by an officer or by
the board of directors of the corporation, provided notice of such
appointment has been given to the Trustee presiding at any meeting at which
such Certificates are to be voted.
Section 2.03. Certificates Jointly Held.
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Except as otherwise provided by law and as hereinafter provided in
the case of certain fiduciaries, Certificates registered in the name of two
or more persons jointly, as tenants in common, or in partnership may be
voted by any one or more of such persons, either in person or by proxy.
Section 2.04. Certificates Held by Fiduciaries.
--------------------------------
Certificates registered in the name of executors, administrators,
trustees, or guardians may be voted by a majority of such fiduciaries,
either in person or by proxy.
Section 2.05. Meeting of Certificate Holders.
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Meetings of the Certificate Holders shall be called, held and
conducted in the manner provided in Article Fourteen of the Trust Agreement.
Section 2.06. Effective Date of Ownership.
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No person shall be entitled to vote or to authorize anyone as proxy
to vote Certificates unless and until Certificates have been issued to such
person. Without limiting the foregoing, no person shall be entitled to vote
or to authorize anyone as proxy to vote shares or other evidence of ownership
in predecessor entities of the Trust unless and until Certificates have been
issued to such person to replace such shares or other evidence of ownership
in predecessor entities of the Trust as provided in Section 3.10 of the
Trust Agreement.
III. CERTIFICATES OF UNITS OF BENEFICIAL INTEREST, FORM AND SIGNATURE
Section 3.01. Form of Certificates of Beneficial Interest.
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Each Certificate of Beneficial Interest shall state: (a) that it
represents units of beneficial interest in the Trust; (b) the name of the
registered owner of the units represented thereby; (c) the number of units
which the Certificate represents; and (d) that the registered holder of such
Certificates shall be bound by all the provisions of the Trust Agreement and
Trustees' Regulations, including any subsequent amendments.
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Section 3.02. Signature.
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Every Certificate of Units of Beneficial Interest shall be
signed by all the Trustees. Such signatures may be facsimile signatures on
Certificates containing the manual signature of a person authorized to sign
on behalf of a Transfer Agent acting for the Trust. If a Trustee or
representative of the Trust shall cease to be such prior to the issuance of a
Certificate signed by such Trustee or representative, such Certificate may
nevertheless be issued by the Trustees with the same effect as if the Trustee
or representative had not ceased to be such at the date of its issuance.
IV. EXCULPATION PROVISIONS
Section 4.01. Notice of Exculpation.
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As far as practicable, the Trustees shall cause any instrument
creating an obligation of the Trust to include the following statement:
"This agreement and all documents, agreements, understandings and
arrangements relating to this transaction have been negotiated, executed and
delivered on behalf of North European Oil Royalty Trust (the "Trust") by the
Trustees thereof in their fiduciary capacity under the Declaration of Trust
of North European Oil Royalty Trust, dated September 10, 1975, as amended,
and not individually, and shall bind only the trust estate of the Trust as
defined in the Trust Agreement. No Trustee, employee, agent or Certificate
Holder of the Trust shall be bound or held to any personal liability in
connection with the obligations of the Trust thereunder and any person or
entity dealing with the Trust in connection therewith shall look solely to
the trust estate for the payment of any claim thereunder or for the
performance thereof."
Section 4.02. Exculpation Provisions.
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Whether or not the notice provided in Section 4.01 is included in
any contract, agreement, document or otherwise executed or delivered by or on
behalf of the Trust or any of its Trustees, neither the Managing Trustee, nor
any Trustee, nor any other person acting or purporting to act on behalf of
the Trust shall seek to appoint or impose an obligation upon any assets not
included in the Trust estate or create any personal liability in connection
with the obligations of the Trust or furnish any assurance of payment or
undertaking not limited to the Trust estate.
V. ADMINISTRATION
Section 5.01. Banking.
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The Trustees may establish checking and other depository accounts
as they shall determine to be necessary or desirable, and may designate the
signature or signatures required thereon, and the number of such signatures.
Such authorized signatories need not be Trustees.
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Section 5.02. Seal.
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The Trust shall not have a seal. The Managing Trustee shall, when
required, certify the absence of a seal.
Section 5.03. Auditors.
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The Audit Committee of the Trustees shall from time to time, in
accordance with the applicable laws, rules and regulations of the Securities
and Exchange Commission and the New York Stock Exchange, appoint independent
auditors for the affairs of the Trust who shall render reports to the
Trustees, the Certificate Holders, and such regulatory agencies as may be
appropriate. The Audit Committee of the Trustees may, but need not, provide
for ratification and approval of the designation of such auditors at or by
the annual meeting of Certificate Holders.
VI. INTERPRETATION
These regulations are not intended to (a) modify, amend or be
inconsistent with, in any manner, the provisions of the Trust Agreement,
(b) conflict with or be prohibited by any provision or provisions of the
laws of the State of Delaware or (c) be implemented in such manner as may be
inconsistent with the terms and conditions of the ruling letters of the
Internal Revenue Service issued in connection with the formation of the
Trust. Any application, construction, or interpretation of these Regulations
shall be made on the foregoing basis. All terms which are defined in the
Trust Agreement shall have the same meaning when used herein.
VII. DESIGNATION OF CLERK AND CERTIFICATION
The Trustees may, from time to time, appoint one or more Clerks.
The Clerk(s) may certify as to any action taken by the Trustees and as to
the validity of any Certificates signed by the Managing Trustee and any other
Trustees which is to serve as written evidence as may be required in the
Trust Agreement.
VIII. AMENDMENT
These regulations may be amended at any regular or special
meeting of the Trustees, if notice of the proposed amendment is contained in
the notice of the meeting. Amendments to these Regulations may be made by
the Trustees without a meeting by written instrument signed by all of the
Trustees and filed with the records of the Trust.