SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________
ANNUAL REPORT
ON
FORM 10-K
FOR THE
FISCAL YEAR ENDED
JUNE 30, 1994
________________________________________________
ALLEGHENY & WESTERN ENERGY CORPORATION
_____________________
EXHIBITS
_____________________
Exhibit Index
Exhibit
Number Exhibit Reference
3.1 Articles of Incorporation of Allegheny Incorporated
and Western Energy Corporation dated by reference
June 4, 1984. to Exhibit D
to Form 8-K
dated July 3,
1984.
3.2 Amendment to Articles of Incorporation Incorporated
of Allegheny & Western Energy Corporation, reference to
dated August 2, 1990. Exhibit 3.2
to Form 10-K
for the year
ended June
30, 1990.
3.3 Bylaws of Allegheny & Western Energy Filed
Corporation herewith
10.1 Appalachian Basin Pipeline Agreement. Incorporated
by reference
to Exhibit
10.1.2 to
Amendment
No.1 to Form
S-1
Registration
Statement No.
2-71252.
10.2 Columbia Gas Transmission Corporation Incorporated
Gas Purchase Contract containing typical by reference
"take or pay" contract provisions. to Exhibit
10.4 to Form
S-1
Registration
Statement No.
2-71252.
10.3 Revolving Credit and Term Loan Agreement, Incorporated
dated as of June 13, 1989, between the by reference
registrant and the First National Bank to Exhibit
of Boston. 10.3 to Form
10-K for the
year ended
June 30,
1989.
10.4 Revolving Credit and Term Loan Agreement, Incorporated
dated as of June 13, 1989, between by reference
Mountaineer Gas Company and the First to Exhibit
National Bank of Boston. 10.5 to Form
10-K for the
year ended
June 30,
1989.
10.5 Note Agreement, dated June 30, 1987, Incorporated
between Mountaineer and Connecticut by reference
General Life Insurance Company, Horace to Exhibit
Mann Life Insurance Company, INA Life 10.5 to Form
Insurance Company of New York and Life 10-K for the
Insurance Company of North America. year ended
June 30,
1990.
10.6 Participation Agreement, dated March 8, Incorporated
1990, among TEX-HEX Corporation, Louran by reference
Oil & Gas, Inc., AHI Drilling, Inc., to Exhibit
SHIGO, Inc., Rush Moody, Jr., Peter W. 10.6 to Form
Stevens, John Bielun, Andrew R. Fair, 10-K for the
Jonathan Conrad and Richard Grant. year ended
June 30,
1990.
10.7 Credit Agreement, dated September 24, Incorporated
24, 1990, among Allegheny & Western by reference
Energy Corporation, Pittsburgh National to Exhibit
Bank, and One Valley Bank, N.A. and 10.7 to Form
Pittsburgh National Bank as Agent. 10-K for the
year ended
June 30,
1990.
10.8 1987 Stock Option Plan (including form Incorporated
of Stock Option Agreement). by reference
to Exhibit
10.8 to Form
10-K for the
year ended
June 30,
1990.
10.9 Credit Agreement, dated June 27, 1991, Incorporated
between Mountaineer Gas Company and by reference
Pittsburgh National Bank. to Exhibit
10.9 to Form
10-K for the
year ended
June 30,
1991.
10.10 Credit Agreement, dated June 27, 1991, Incorporated
between Mountaineer Gas Company and by reference
Pittsburgh National Bank. to Exhibit
10.10 to Form
10-K for the
year ended
June 30,
1991.
10.11 Agreements for Gas Purchase and Transpor- Incorporated
tation Service between Mountaineer Gas by reference
Company and Columbia Gas Transmission to Exhibit
Corp. 10.11 to Form
10-K for the
year ended
June 30,
1991.
10.12 Second Amendment, dated October 31, 1991, Incorporated
to Credit Agreement, dated September 21, by reference
1990 among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank and 10.12 to Form
One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. National Bank as quarter ended
agent. September 30,
1991.
10.13 Third Amendment dated November 30, 1991, Incorporated
to Credit Agreement, dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank 10.13 to Form
and One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
December 31,
1991.
10.14 Note Purchase Agreement, dated July 15, Incorporated
1992, between Mountaineer Gas Company and by reference
Teachers Insurance and Annuity Association to Exhibit
of America. 10.14 to Form
10-K for the
year ended
June 30,
1992.
10.15 Employment Agreement, dated June 13, 1990 Incorporated
between Mr. Grant and Mountaineer Gas by reference
Company. to Exhibit
10.15 to Form
10-K for the
year ended
June 30,
1992.
10.16 Employment Agreement, dated June 13, 1990 Incorporated
between Mr. Fletcher and Mountaineer by reference
Gas Company. to Exhibit
10.16 to Form
10-K for the
year ended
June 30,
1992.
10.17 Consulting Agreement, dated March 1, 1992 Incorporated
between Mr. Lindley and the Company. by reference
to Exhibit
10.17 to Form
10-K for the
year ended
June 30,
1992.
10.18 Fourth Amendment, dated October 31, 1992, Incorporated
to Credit Agreement, dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
Corporation, Pittsburgh National Bank and 10.18 to Form
One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
March 31,
1993.
10.19 Fifth Amendment, dated November 30, 1992, Incorporated
to Credit Agreement dated September 24, by reference
1990, among Allegheny & Western Energy to Exhibit
and One Valley Bank, N.A. and Pittsburgh 10-Q for the
National Bank as agent. quarter ended
March 31,
1993.
10.20 Purchase and Sales Agreement, dated Incorporated
July 21, 1992 among Hallwood Energy by reference
Partners, L.P. et. al and Mountaineer to Exhibit
Gas Company. 10.20 to Form
10-Q for the
quarter ended
March 31,
1993.
10.21 Sixth Amendment, dated September 28, Incorporated
1993, to Credit Agreement, dated by reference
September 24, 1990, among Allegheny to Exhibit
and Western Energy Corporation, 10.21 to Form
Pittsburgh National Bank and One 10-Q for the
Valley Bank, N.A. and Pittsburgh quarter ended
National Bank as agent. September 30,
1993.
10.22 Seventh Amendment, dated October 31, Incorporated
1993, to Credit Agreement, dated by reference
September 24, 1990, among Allegheny to Exhibit
and Western Energy Corporation, 10.22 to Form
Pittsburgh National Bank and One 10-Q for the
Valley Bank, N.A. and Pittsburgh quarter ended
National Bank as agent. December 31,
1993.
10.23 Employment Agreements with Richard Incorporated
L. Grant, Michael S. Fletcher and W. by reference
Merwyn Pittman, individually. to Exhibit
10.23 to Form
10-Q for the
quarter ended
December 31,
1993.
10.24 Supplemental Retirement Benefit Plan Incorporated
Agreements between John G. McMillian, by reference
Richard L. Grant, Michael S. Fletcher to Exhibit
and W. Merwyn Pittman, individually, and 10.24 to Form
Allegheny & Western Energy Corporation. 10-Q for the
quarter ended
December 31,
1993.
21.1 Subsidiaries of the Company. Filed
herewith
27.1 Financial Data Schedule Filed
herewith
EXHIBIT
NUMBER DESCRIPTION
3.3 Bylaws of Allegheny & Western Energy Corporation
1
AMENDED AND RESTATED
BYLAWS
OF
ALLEGHENY & WESTERN ENERGY CORPORATION
Article I. Offices.
The principal office of the Corporation shall be
located at 300 Capitol Street, Suite 1600, the City of
Charleston, County of Kanawha, and the State of West Virginia.
The Corporation may have such other offices, either within or
without the State of West Virginia, as the board of directors may
designate or as the business of the Corporation may require from
time to time.
Article II. Shareholders.
Section 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the second Thursday in the month of
December, in each year, beginning with the year 1993, at 9:30
A.M., or such other date and/or time as may be determined by the
board of directors, for the purpose of electing directors and for
the transaction of such other business as may come before the
meeting.
Section 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the president or by the
board of directors, and shall be called by the president at the
request of the holders of not less than l0% of all the
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outstanding shares of the Corporation entitled to vote at the
meeting.
Section 3. Place of Meeting. The board of directors
may designate any place, either within or without the State of
West Virginia, as the place of meeting for any annual meeting or
for any special meeting called by the board of directors. A
waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the
State of West Virginia, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal
office of the Corporation in the State of West Virginia.
Section 4. Notice of Meeting. Written or printed
notice stating the place, day, and hour of the meeting and, in
case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting, either personally
or by mail, by or at the direction of the president, or the
secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the stock transfer books of the
Corporation, with postage thereon prepaid.
Section 5. Closing of Transfer Books or Fixing of
Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders
or any adjournment thereof, or shareholders entitled to receive
3
payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the board of directors
of the Corporation may provide that the stock transfer books
shall be closed for a stated period but not to exceed, in any
case, 50 days. If the stock transfer books shall be closed for
the purpose of determining shareholders entitled to notice of or
to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the board of directors
may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not
more than 50 days and, in case of a meeting of shareholders, not
less than ten days prior to the date on which the particular
action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive payment of a dividend, the date
on which notice of the meeting is mailed or the date on which the
resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
Section 6. Voting Record. The officer or agent
having charge of the stock transfer books for shares of the
Corporation shall make a complete record of the shareholders
entitled to vote at such meeting, or any adjournment thereof,
4
arranged in alphabetical order, with the address of and the
number of shares held by each, which list shall be kept on file
at the office of the Corporation and shall be subject to
inspection by any shareholder at any time during usual business
hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the
meeting. The original stock transfer book shall be prima facie
evidence as to who are the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority of the outstanding shares
are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time without
further notice. At any reconvening of such previously adjourned
meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at
the meeting as originally notified. The shareholders present at
a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
Section 8. Proxies. At all meetings of shareholders,
a shareholder may vote by proxy executed in writing by the
shareholder or by his duly authorized attorney in fact. Such
proxy shall be filed with the secretary of the Corporation before
or at the time of the meeting. No proxy shall be valid after
5
eleven months from the date of its execution, unless otherwise
provided in the proxy.
Section 9. Voting of Shares. Subject to the
provisions of Section 11 of this Article II, each outstanding
share entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
Section 10. Voting of Shares by Certain Holders.
Shares standing in the name of another Corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the
bylaws of such other Corporation may prescribe or, in the absence
of such provision, as the board of directors of such other
Corporation may determine.
Shares held by an administrator, executor, guardian,
committee, curator, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be
entitled to vote shares held by him without a transfer of such
shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority so to do be contained in an
appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
6
pledgee shall be entitled to vote the shares so transferred.
On and after the date on which written notice of
redemption of redeemable shares has been mailed to the holders
thereof and a sum sufficient to redeem such shares has been
deposited with a bank or trust company with irrevocable
instruction and authority to pay the redemption price to the
holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall not
be deemed to be outstanding shares.
Section 11. Cumulative Voting. At each election for
directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number
of shares owned by him for as many persons as there are directors
to be elected and for whose election he has a right to vote, or
to cumulate his votes by giving one candidate as many votes as
the number of such directors multiplied by the number of his
shares shall equal, or by distributing such votes on the same
principle among any number of candidates.
Section 12. Meeting by Electronic Communication. One
or more shareholders may participate in a meeting of the
shareholders by means of conference telephone or similar
electronic communications equipment by means of which all persons
participating in the meeting can hear each other. Whenever a
vote of the shareholders is required or permitted in connection
with any corporate action this vote may be taken orally during
this conference. The agreement thus reached shall have like
effect and validity as though the action were duly taken by the
action of the shareholders at a meeting of shareholders if the
7
agreement is reduced to writing and approved by the shareholders
at the next regular meeting of the shareholders after the
conference.
Section 13. Informal Action. Whenever the vote of
shareholders or members at a meeting thereof is required or
permitted to be taken in connection with any corporate action,
the meeting and vote of the shareholders or members may be
dispensed with if all of the shareholders or members who would
have been entitled to vote upon the action agree in writing to
the corporate action being taken. The agreement shall have like
effect and validity as though the action were duly taken by the
unanimous action of all shareholders or members entitled to vote
at a meeting of the shareholders or members duly called and
legally held.
Article III. Board of Directors.
Section 1. General Powers. The business and affairs
of the Corporation shall be managed by its board of directors.
Section 2. Number, Election, Tenure and Quali-
fications. The number of directors of the Corporation shall be
seven (7) or such other number not to exceed fourteen (14) as the
board of directors may establish by resolution. The director or
directors shall hold office until the next annual meeting of
shareholders and until his or their successor or successors has
or shall have been elected and qualified. Directors need not be
residents of the State of West Virginia or a shareholder of the
Corporation.
8
Section 3. Regular Meetings. A regular meeting of
the board of directors shall be held without other notice than
this bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The board of directors may
provide, by resolution, the time and place, either within or
without the State of West Virginia for the holding of additional
regular meetings without other notice than such resolution.
Section 4. Special Meetings. Special meetings of the
board of directors may be held at any time by the call of the
president or any two (2) directors. The person or persons
authorized to call special meetings of the board of directors may
fix any place, either within or without the State of West
Virginia, as the place for holding any special meeting of the
board of directors called by them.
Section 5. Notice. Notice of any special meeting
shall be given by written notice delivered personally, by mail,
or by telegram to each director at his business address as
appearing in the records of the Corporation. Notice shall be
deemed to be delivered when received at the address of the
director and must be given at least two (2) days prior to the
meeting. The presence of any director at a meeting shall
constitute a waiver of notice of such meeting as to that
director, except when a director attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular
or special meeting of the board of directors need be specified in
the notice or waiver of notice of such meeting except that such
9
notice must set forth the nature of the business intended to be
transacted if such business is (a) amending the bylaws or
(b) authorizing the sale of all or substantially all of the
assets of the Corporation.
Section 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article III shall constitute
a quorum of the transaction of business at any meeting of the
board of directors, but if less than such majority is present at
a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.
Section 7. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the board of directors; provided,
however, that in the event any matter should come before the
board of directors as to which one of the directors has or may
have a conflict of interest, said director shall abstain from
voting thereon, and the remaining director or directors, as the
case may be, shall have full and complete authority to consider
and vote upon such matter, and such vote shall be binding upon
the Corporation.
Section 8. Vacancies. Any vacancy occurring in the
board of directors may be filled by the affirmative vote of a
majority of the remaining directors though less than a quorum of
the board of directors. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in
office. Any directorship to be filled by reason of an increase
in the number of directors may be filled by the board of
directors at their regular meeting or at a special meeting called
10
for that purpose, for a term of office continuing only until the
next election of directors.
Section 9. Compensation. By resolution of the board
of directors, the directors may be paid their expenses, if any,
of attendance at each meeting of the board of directors, and may
be paid a fixed sum for attendance at each meeting of the board
of directors or a stated salary as director. No such payment
shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the
Corporation who is present at a meeting of the board of directors
at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent
shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of
the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in
favor of such action.
Section 11. Meeting by Electronic Communication. One
or more directors may participate in a meeting of the directors
by means of conference telephone or similar electronic
communications equipment by means of which all persons
participating in the meeting can hear each other. Whenever a
vote of the directors is required or permitted in connection with
any corporate action this vote may be taken orally during this
conference. The agreement thus reached shall have like effect
11
and validity as though the action were duly taken by the action
of the directors at a meeting of directors if the agreement is
reduced to writing and approved by the directors at the next
regular meeting of the directors after the conference.
Section 12. Informal Action. Whenever the vote of
directors at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and
vote of the directors may be dispensed with if all the directors
agree in writing to the corporate action being taken. The
agreement shall have like effect and validity as though the
actions were duly taken by the unanimous action of all directors
at a meeting of the directors duly called and legally held.
Article IV. Committees.
Section 1. Executive Committee. The board of
directors may, in its discretion, by resolution adopted by a
majority of the whole board, constitute a general executive
committee for the board, appoint the members thereof, who shall
be board members, and specify its authority and responsibility.
Members of said committee shall serve at the pleasure of the
board. The executive committee shall have such powers and shall
perform such duties as the board may delegate to it in writing
from time to time, including the immediate oversight and
management of the business affairs of the Corporation, except
that the committee shall have no power to declare dividends or to
adopt, amend, or repeal the bylaws of the Corporation.
The executive committee shall be organized and shall
perform its functions as directed by the board and shall report
periodically to the board. The committee shall act by a majority
12
of the members thereof, and any action duly taken by the
executive committee within the course and scope of its authority
shall be binding on the Corporation.
The executive committee may be abolished at any time
by the vote of a majority of the board of directors at any
meeting of the board, and during the course of the committee's
existence, the membership thereof may be increased or decreased
and the authority and duties of the committee changed by the
board of directors as it may deem appropriate.
The Chairman of the Executive Committee shall be appointed
from time to time by the Board of Directors, and the Secretary of
the Corporation shall act as Secretary thereof. In the absence
from any meeting of the Executive Committee of its Chairman, the
President of the Corporation, if then present, shall act as
Chairman of the meeting, and in the absence of the President, the
Committee shall appoint a Chairman of the meeting. In the
absence from any meeting of the Executive Committee of its
Secretary, the Executive Committee shall appoint a Secretary of
the meeting.
Section 2. Other Committees. The board of directors,
at its discretion, may constitute and appoint special committees,
in addition to the executive committee, to assist in the
supervision, management, and control of the affairs of the
Corporation, with responsibilities and powers appropriate to the
nature of the several committees and as provided by the board of
directors in the resolution of appointment or in subsequent
resolutions and directives. The membersof each committee so
constituted and appointed by the board shall serve at the
pleasure of the board of Directors.
13
In addition to such obligations and functions as may
be expressly provided for by the board of directors, each
committee so constituted and appointed by the board shall from
time to time report to and advise the board on corporate affairs
within its particular area of responsibility and interest.
Article V. Officers.
Section 1. Number. The officers of the Corporation
shall be President, Secretary, and Treasurer, each of whom shall
be elected by the board of directors. Such other officers and
assistant officers, such as Vice President and Chairman of the
Board, as may be deemed necessary, may be elected or appointed by
the board of directors. Any two or more offices may be held by
the same person, except the offices of president and secretary.
Section 2. Election and Term of Office. The officers
of the Corporation to be elected by the board of directors shall
be elected annually by the board of directors at the first
meeting of the board of directors held after each annual meeting
of the shareholders. If the election of officers shall not be
held at such meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer shall hold
office until his successor shall have been duly elected and shall
have qualified or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or
appointed by the board of directors may be removed by the board
of directors whenever in its judgment the best interests of the
Corporation would be served thereby. Election or appointment of
14
an officer or agent shall not of itself create contract rights.
Section 4. Vacancies. A vacancy in any office
because of death, resignation, removal, disqualification or
otherwise, may be filled by the board of directors for the
unexpired portion of the term.
Section 5. Chairman of the Board. The chairman of
the board shall preside at all meetings of the board of directors
and of the shareholders at which he shall be present. He shall
have and may exercise such powers and perform such other duties
as are, from time to time, assigned to him by the board and as
may be provided by law.
Section 6. President. The president shall be the
principal executive officer of the Corporation and, subject to
the control of the board of directors, shall in general supervise
and control all of the business and affairs of the Corporation.
He may sign, individually, or with the secretary or any other
proper officer of the Corporation thereunto authorized by the
board of directors, certificates for shares of the Corporation,
any deeds, mortgages, bonds, contracts, or other instruments for
the Corporation, except in cases where the signing and execution
thereof shall be expressly delegated by the board of directors or
by these by-laws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to
the office of president and such other duties as may be
prescribed by the board of directors from time to time.
Section 7. The Secretary. The secretary shall:
15
(a) keep the minutes of the shareholders' and of the board of
directors' meetings in one or more books provided for that
purpose; (b) see that all notices are duly given in accordance
with the provisions of these by-laws or as required by law;
(c) be custodian of the corporate records and of the seal of the
Corporation and see that the seal of the Corporation is affixed
to all documents, the execution of which on behalf of the
Corporation under its seal, is duly authorized; (d) keep a
register of the post office address of each shareholder which
shall be furnished to the secretary by such shareholder; (e) sign
with the president, or a vice president, certificates for shares
of the Corporation, the issuance of which shall have been
authorized by resolution of the board of directors; (f) have
general charge of the stock transfer books of the Corporation;
and (g) in general perform all duties incident to the office of
secretary and such other duties as from time to time may be
assigned to him by the president or by the board of directors.
Section 8. The Treasurer. The treasurer shall
(a) have charge and custody of and be responsible for all funds
and securities of the Corporation; (b) receive and give receipts
and monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the
Corporation in such banks, trust companies or other depositories
as shall be selected in accordance with the provisions of Article
VI of these by-laws; and (c) in general perform all of the duties
incident to the office of treasurer and such other duties as from
time to time may be assigned to him by the president or by the
board of directors. If the board of directors do not appoint an
individual Treasurer, either the President or the Secretary
16
shall, at the board of directors discretion, perform the duties
of Treasurer.
Section 9. The Vice President. If a vice president
shall be elected by the board of directors, the vice president
shall, in the absence of the president or in the event of the
president's death, inability or refusal to act, perform the
duties of the president, and when so acting, shall have all the
powers of and be subject to all the restrictions upon the
president. The vice president may sign, with the secretary,
certificates for shares of the Corporation; and shall perform
such other duties as from time to time may be assigned to him by
the president or by the board of directors.
Section 10. Assistant Officers. The board of
directors shall have the power, in its discretion, to appoint any
qualified person to act as assistant to any officer of the
Corporation. Such assistant shall perform such duties as the
board shall prescribe, including the performance of the duties of
the principal officer when the incumbent is unable to act or it
is impractical for him to act personally, subject to any
restrictions on such authority as may be imposed by the board.
The acts of such assistant officer, within the scope of his
authority as delineated by the board, shall be the acts of the
Corporation to the same extent as if done by the principal
officer.
Section 11. Salaries. The salaries of the officers
shall be fixed from time to time by the board of directors and no
officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Corporation.
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Article VI. Contracts, Loans, Checks and Deposits.
Section 1. Contracts. The board of directors may
authorize any officer or officers, agent or agents, to enter into
any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be
general or confined to specific instances.
Section 2. Loans. Loans shall be contracted on
behalf of the Corporation and evidences of indebtedness shall be
issued in its name in such manner as shall from time to time be
determined by resolution of the board of directors. Such
authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc. All checks, drafts
or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be
determined by resolution of the board of directors.
Section 4. Deposits. All funds of the Corporation
not otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies or
other depositories as the board of directors may select.
Article VII. Certificates for Shares and their Transfer.
Section 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such form as
shall be determined by the board of directors. Such certificates
shall be signed by the president or a vice president and by the
secretary. All certificates for shares shall be consecutively
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numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, with
the number of shares and date of issue, shall be entered on the
stock transfer books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled
and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and cancelled, except that in case of a lost,
destroyed or mutilated certificate, a new one may be issued
therefor upon such terms and indemnity to the Corporation as the
board of directors may prescribe.
Section 2. Transfer of Shares. Transfer of shares of
the Corporation shall be made only on the stock transfer books of
the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the secretary of the
Corporation, and on surrender for cancellation of the certificate
for such shares. The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be
the owner thereof for all purposes.
Article VIII. Indemnity.
Each director and officer, or former director or
officer of this Corporation, shall be indemnified against
expenses actually and necessarily incurred by him in connection
with the defense of any action, suit or proceeding, civil or
criminal, in which he is made a party by reason of being or
having been such director or officer, except in relation to
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matters in which he shall be adjudged, in such action, suit or
proceeding, to be liable for willful misconduct in the
performance of duty to the Corporation. A conviction or judgment
(whether based on a plea of guilty or its equivalent or after
trial) in a criminal or civil proceeding shall not be deemed an
adjudication of liability for willful misconduct in the
performance of duty to the Corporation if such director or
officer acted in good faith in what he considered to be the best
interest of the Corporation and with no reasonable cause to
believe that the action was illegal. If in the judgment of the
board of directors a settlement of any claim so arising is deemed
in the best interests of the Corporation, any such director or
officer shall be reimbursed for any amounts paid in effecting
such settlement and reasonable expenses thereby incurred.
To the extent available, the Corporation shall maintain
directors and officers insurance coverage on each present and
former director and officer of the Corporation for all acts and
ommissions which are insurable.
Article IX. Dividends.
The board of directors may from time to time declare,
and the Corporation may pay, dividends on its outstanding shares
in the manner and upon the terms and conditions provided by law
and its articles of incorporation.
Article X. Seal.
The board of directors shall provide a corporate seal
which shall be circular in form and shall have inscribed thereon
the name of the Corporation, the state and year of incorporation,
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and the words "Corporate Seal", but the board may adopt a
different seal from time to time.
Article XI. Waiver of Notice.
Whenever any notice is required to be given to any
shareholder or director of the Corporation under the provisions
of these bylaws or under the provisions of the articles of
incorporation or under the provisions of law, a waiver thereof in
writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
Article XII. Amendments.
These Bylaws may be altered, amended or repealed and
new Bylaws may be adopted by the board of directors at any
regular or special meeting of the board of directors, but any
Bylaws or amendments to Bylaws made by the directors may be
amended, altered or repealed by the board of directors or by a
majority of the stockholders.