INTERNATIONAL SHIPHOLDING CORPORATION
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. --Annual meetings of
stockholders for the election of directors and for such
other business as may be stated in the notice of the
meeting, shall be held at the office of the Company in New
Orleans, Louisiana, at 9:30 a.m. on the fourth Thursday in
April, or at such place, either within or without the State
of Delaware, and at such time and date as the Board of
Directors, by resolution, shall determine and set forth in
the notice of the meeting.
SECTION 2. VOTING.--All elections for directors shall be
decided by plurality vote; all other questions shall be
decided by the vote of a majority in voting interest of the
stockholders present in person or by proxy and entitled to
vote thereat, a quorum being present, except as otherwise
provided by the Certificate of Incorporation or the laws of
the State of Delaware. The vote for directors shall be by
ballot.
A complete list of the stockholders entitled to vote at
the ensuing election, arranged in alphabetical order, with
the address of each, and the number of shares held by each,
shall be open to the examination of the stockholder, for any
purpose germane to the meeting, during ordinary business
hours, for a period of at least ten 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 list shall also be produced
and kept at the time and place of the meeting during the
whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 3. QUORUM.--Except as otherwise required by law, by
the Certificate of Incorporation or by these By-Laws, the
presence, in person or by proxy, of stockholders holding a
majority of the stock of the Company entitled to vote shall
constitute a quorum at all-meetings of the stockholders. In
case a quorum shall not be present at any meeting, a
majority in interest of 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 stock entitled to vote shall be present, except as
otherwise provided by the Certificate of Incorporation or
the laws of the State of Delaware.
SECTION 4. SPECIAL MEETINGS.--Special meetings of the
stockholders may be called by the Chairman, President, or
Secretary, or by resolution of the Board of Directors, and
may be held at such time and in such place and for such
purpose as is specified in the notice of meeting.
SECTION 5. NOTICE OF MEETINGS.--Unless waived, written
notice, stating the place, date and time of the meeting, and
the general nature of the business to be considered, shall
be given to each stockholder entitled to vote thereat at his
address as it appears on the records of the Company, not
less than ten nor more than fifty days before the day of the
meeting, and such notice shall be deemed to be given at the
time when the same shall be deposited, with postage thereon
prepaid, in the United States mail.
SECTION 6. ORDER OF BUSINESS.--The order of business at
each meeting of the stockholders shall be determined by the
chairman of such meeting, but such order of business at any
meeting at which a quorum is present may be changed by the
vote of a majority in voting interest of those present in
person or by proxy at such meeting and entitled to vote
thereat.
ARTICLE II
Directors
SECTION 1. NUMBER AND TERM.--The number of directors shall
consist of such number of persons, not less than three (3),
as shall from time to time be fixed by resolution of the
Board of Directors.
SECTION 2. RESIGNATIONS.--Any director, member of a
committee or other officer may resign at any time. Such
resignation shall be made in writing, and shall take effect
at the time specified therein, and if no time be specified,
at the time of its receipt by the Chairman, President, or
Secretary. The acceptance of a resignation, shall be not be
necessary to make it effective.
SECTION 3. COMMITTEES.--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 Company. Any
such committee, to the extent provided in the resolution,
shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of
the Company, and may authorize the seal of the Company to be
affixed to all papers which may require it. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee; provided, however, that in
the absence of disqualification of any member of such
committee or committees, the member or members thereof
present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors
to act at the meeting in the place of any such absent of
disqualified member.
SECTION 4. MEETINGS.--The newly elected directors may hold
their first meeting for the purpose of organization and the
transaction of business after the annual meeting of the
stockholders, at such time and place as may be fixed by the
Board.
Regular meetings of the Board may be held without
notice at such places and times as shall be determined from
time to time by resolution of the Board.
Special meetings of the Board may be called by the
Chairman, the President, or the Secretary, and shall be
called by them on the written request of any two directors.
At least 12 hours notice (or at least 36 hours notice of
given by mail) shall be given to each director unless waived
and such meeting shall be held at such place as may be
determined by the Board or as shall be stated in the notice
of the meeting.
SECTION 5. QUORUM AND MANNER OF ACTING.--A majority of the
directors shall constitute a quorum for the transaction of
business. The vote of a majority of a quorum of the Board
shall be the act of the Board. If at any meeting of the
Board there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time
until a quorum is obtained, and no further notice thereof
need be given other than by announcement at the meeting
which shall be so adjourned.
SECTION 6. COMPENSATION.--The Board of Directors shall fix
the amount of the fees or other compensation payable to each
director who is not otherwise compensated as an officer or
employee of the Company or of one of its subsidiaries.
Nothing herein contained shall be construed to preclude any
director from serving the Company in any other capacity as
an officer, agent or otherwise, and receiving compensation
therefor.
SECTION 7. INDEMNIFICATION.--(a) Right to Indemnification.
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 a person for whom he is the legal representative, is or
was a director or officer of the Company or any of its
subsidiaries (including nominees and designees who have not
yet taken office) or is or was serving at the request of the
Company (including any person who has not been duly elected
or appointed) as a director, officer, employee or agent of
another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to
employee benefit plans (the "Indemnitee"), 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 Company
to the fullest extent authorized by the Delaware General
Corporation Law ("GCL"), as presently existing or as it may
hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits
the Company to provide broader indemnification rights than
the GCL permitted the Company to provide prior to such
amendment), against any and all expenses, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties, amounts paid in connection with any
arbitration or investigation and amounts paid or to be paid
in settlement) reasonably incurred or suffered by such
person in connection therewith. Indemnitee's rights
hereunder shall be contract rights and shall include the
right to be paid by the Company for expenses incurred in
defending any such proceeding in advance of its final
disposition; provided, however, that the payment of such
expenses incurred by an Indemnitee in advance of the final
disposition of such proceeding, shall be made only upon
delivery to the Company of an undertaking in a form
satisfactory to counsel for the Company, by or on behalf of
such Indemnitee, to repay all amounts so advanced if it
should be ultimately determined that such Indemnitee is not
entitled to be indemnified under this provision or
otherwise. For purposes of this provision the term Company
shall include any resulting or constitutent entities.
(b) Nonexclusivity of Rights. The rights conferred
herein on any person 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,
by-law, contract or other agreement, vote of stockholders or
disinterested directors or otherwise.
(c) Insurance. The Company may maintain insurance at
its expense, to protect itself and any such director
(including nominees and designees who have not yet taken
office), officer, employee or agent of the Company or
another corporation, partnership, joint venture, trust or
other enterprise (including service with respect to employee
benefit plans) against any expense, liability or loss,
whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under
the GCL.
ARTICLE III
Officers
SECTION 1. OFFICERS.--The officers of the Company shall be a
Chairman, a President, a Vice President, or more than one
Vice President, a Treasurer, and a Secretary, all of whom
shall be elected by the Board of Directors and who shall
hold office until their successors are elected and
qualified. In addition, the Board of Directors may elect a
Controller, and may appoint or may delegate the appointment
of one or more Assistant Secretaries, Assistant Treasurers,
Assistant Controllers, and such other officers and agents as
they may deem proper. The officers shall be elected at the
first meeting of the Board of Directors after each annual
meeting. All of the said elected officers shall hold their
offices at the pleasure of the Board.
SECTION 2. CHAIRMAN.--The Chairman shall be the chief
executive officer of the Company and shall have the general
powers and duties of supervision and management usually
vested in the office of the chief executive of a company.
He shall preside at all meetings of the stockholders and of
the Board of Directors, and shall have general supervision,
direction and control of the business of the Company.
Except as the Board of Directors shall authorize the
execution thereof in some other manner, the Chairman may
execute bonds, mortgages and any other contracts of any
nature in behalf of the Company.
SECTION 3. PRESIDENT.--The President shall be the chief
operating officer of the Company. At the request of the
Chairman, or in his absence or during his disability, the
President shall perform the duties and exercise the
functions of the Chairman. Except as the Board of Directors
shall authorize the execution thereof in some other manner,
the President may execute bonds, mortgages and any other
contracts of any nature in behalf of the Company.
SECTION 4. VICE PRESIDENT.--In the event of death, absence
or inability of the President to perform any duties imposed
upon him by these By-Laws and the order of the Board of
Directors, the Vice President, or if there be more than one,
the Vice Presidents in the order of seniority, may exercise
his powers and perform his duties subject to the control of
the Chairman and the Board of Directors. Except as the
Board of Directors shall authorize the execution thereof in
some other manner, any Vice President may execute bonds,
mortgages and any other contracts of any nature in behalf of
the Company.
SECTION 5. SECRETARY.--The Secretary shall give, or cause to
be given, notice of all meetings of stockholders and
directors, and all other notices required by law or by these
By-Laws, and in case of his absence or refusal or neglect so
to do, any such notice may be given by any person thereunto
directed by the Chairman, the President, or by the
directors, upon whose requisition the meeting is called as
provided in these By-Laws. He shall record all the
proceedings of the meetings of the Company and of the
directors in a book to be kept for that purpose, and shall
perform such other duties as may be assigned to him by the
directors or the Chairman. He shall have the custody of the
seal of the Company and shall affix the same to all
instruments requiring it, when authorized by the directors
or the Chairman, and attest the same.
SECTION 6. TREASURER.--The Treasurer shall have the custody
of the Company funds and securities and shall keep full and
accurate account of receipts and disbursements in books
belonging to the Company. He shall deposit all monies and
other valuables in the name and to the credit of the Company
in such depositaries as may be designated by the Board of
Directors.
The treasurer shall disburse the funds of the Company
as may be ordered by the Board of Directors, the Chairman,
or the President, taking proper vouchers for such
disbursements. If required by the Board of Directors, he
shall give the Company a bond for the faithful discharge of
his duties in such amount and with such surety as the Board
shall prescribe.
The Treasurer shall sign all checks, drafts or other
orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Company in such
manner as shall be determined from time to time by
resolution of the Board of Directors; provided, however,
that the Directors shall have power by resolution to
delegate any of the duties or powers of the Treasurer to
other officers.
SECTION 7. CONTROLLER.--The Controller shall be in charge of
all Company accounting books, records, and procedures, shall
perform internal audits, shall prepare budgets, financial
statements and reports for the Chairman, the President, and
the Board of Directors. He shall keep his accounts in the
name of the Company and shall render such reports as may be
required by the Board of Directors, the Chairman, or the
President.
The Controller shall perform such other duties as may,
from time to time, be assigned to him by the Chairman or by
the Board of Directors; and in the event the office of the
Controller is vacant, such duties shall be performed by such
person as may be designated by the Chairman.
SECTION 8. ASSISTANT SECRETARIES.--Assistant Secretaries, if
any shall be appointed, shall, during the absence or
disability of the Secretary, perform all the duties of the
Secretary and shall have such other powers and shall perform
such other duties as shall be assigned to them.
SECTION 9. ASSISTANT TREASURERS.--Assistant Treasurers, if
any shall be appointed, shall, during the absence or
disability of the Treasurer, perform all the duties of the
Treasurer and shall have such other power and shall perform
such other duties as shall be assigned to them.
SECTION 10. ASSISTANT CONTROLLERS.--Assistant Controllers,
if any shall be appointed, shall, during the absence or
disability of the Controller, perform all the duties of the
Controller and shall have such other powers and shall
perform such other duties as shall be assigned to them.
ARTICLE IV
Miscellaneous
SECTION 1. STOCKHOLDERS RECORD DATE.--In order that the
Company may determine the stockholders entitled to notice of
or to vote at any meeting of stockholders or any adjournment
thereof, or to express consent to Company action in writing
without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights,
or 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, in
advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor
more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that if
the adjournment is for more than 30 days or if the Board of
Directors fixes a new record date for the adjourned meeting,
a notice thereof shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 2. FISCAL YEAR.--The fiscal year of the Company
shall be the calendar year, unless otherwise determined by
resolution of the Board of Directors.
ARTICLE V
Amendments
These By-Laws may be altered or repealed and By-Laws may be
made by the affirmative vote of a majority of the Board of
Directors, at any regular meeting of the Board of Directors,
or at any special meeting of the Board of Directors, if
notice of the proposed alteration or repeal, or By-Law or By-
Laws to be made, be contained in the notice of such special
meeting.