EXHIBIT 3.22
BY-LAWS
OF
GIANT PIPELINE COMPANY
ARTICLE I
LOCATION OF OFFICE
The principal office of the corporation in the State of New
Mexico shall be located in the Town of Bloomfield, County of San
Juan. The corporation may have such other offices, either within or
without the State of New Mexico, 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 in the second quarter of each fiscal
year for the purpose of electing Directors and for the transaction
of such other business as may come before the meeting. If the day
fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. In the event
that such annual meeting is omitted by oversight or otherwise on
the date herein provided for, the Board of Directors shall cause a
meeting in lieu thereof to be held as soon thereafter as
conveniently may be, and any business transacted or elections held
at such meetings shall be as valid as if transacted or held at the
annual meeting. Such subsequent meeting shall be called in the same
manner as provided for the annual shareholders' meeting.
SECTION 2. SPECIAL MEETINGS. Special meetings of the
shareholders may be called by the President, the Secretary, by a
majority of the Board of Directors or by the holders of not less
than a majority of all the outstanding shares of the corporation.
SECTION 3. PLACE OF MEETING. The President or Secretary
may designate any place, either within or without the State of New
Mexico, as the place of meeting for any annual meeting or for any
special meeting. A waiver of notice signed by all shareholders also
may designate any place, either within or without the State of New
Mexico, as the place for the holding of such meeting. If no
designation is made or if a special meeting be otherwise called,
the place for the holding of such meeting shall be the principal
office of the corporation in the State of New Mexico.
SECTION 4. NOTICE OF SHAREHOLDERS' MEETINGS. Written
notice of each shareholders' meeting stating the time and the
place, and the objects for which such meetings are called, shall be
given by the President, the Treasurer, the Secretary an Assistant
Secretary or by any one or more shareholders entitled to call a
special meeting of the shareholders personally or by mail not less
than 10 nor more than 50 days prior to the date of the meeting, to
each shareholder of record at the shareholder's address as it
appears on the stock books of the Corporation, unless he shall have
filed with the Secretary of the Corporation a written request that
notice intended for the shareholder be mailed to some other
address, in which case it shall be mailed to the address designated
in such request.
SECTION 5. QUORUM OF SHAREHOLDERS. At any meeting of the
shareholders, a majority in interest of all the capital stock
issued and outstanding, represented by shareholders of record in
person or by proxy, shall constitute a quorum, but a lesser
interest may adjourn any meeting, and the meeting may be held as
adjourned without further notice; provided, however, that Directors
shall not be elected at meetings so adjourned. When a quorum is
present at any meeting, a majority in interest of the stock
represented thereat shall decide any question brought before such
meeting, unless the question is one upon which by express provision
of law or of the Articles of Incorporation or of these bylaws a
larger or different vote is required, in which case such express
provision shall govern and control the decision of such question.
SECTION 6. VOTING. Voting of shares shall be in accordance
with the Business Corporation Act of New Mexico (Sections 53-11-1
through 53-11-51), or other applicable statutes, as now existing or
as hereafter amended. Unissued shares shall not be voted. There
shall be no cumulative voting.
SECTION 7. PROXIES. At all meetings of shareholders, a
shareholder may vote by proxy executed in writing by the
shareholder or by the shareholder's duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of
the Corporation before or at the time of the meeting.
SECTION 8. ACTION BY CONSENT. Any action required to be taken
at a meeting of the shareholders may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to
the subject matter thereof. Such consent shall have the effect of
a unanimous vote.
ARTICLE III
STOCK
SECTION 1. CERTIFICATES. Certificates of stock shall be in a
form approved and adopted by the Board of Directors. They shall be
signed by the Chairman or Vice-Chairman of the Board of Directors,
the President, or any Vice President, and counter-signed by the
Secretary. They shall be consecutively numbered and state upon
their face the information required by law. The name and address of
the person owning the shares with the number of shares and the date
of issue shall be entered on the Corporation's books.
SECTION 2. ASSIGNMENT AND CANCELLATION. All certificates of
stock transferred by assignment shall be surrendered for
cancellation and new certificates issued to the purchasers or
assignees.
SECTION 3. TRANSFER. Shares of stock shall be transferred on
the books of the Corporation only by the holder thereof in person
or by the holder's attorney-in-fact.
ARTICLE IV
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have
the entire management of the business of the Corporation. In the
management and control of the property, business, and affairs of
the Corporation, the Board of Directors is hereby vested with all
the powers possessed by the Corporation itself, so far as this
delegation of authority is not inconsistent with laws of the State
of New Mexico, with the Articles of Incorporation of the
Corporation, or with these bylaws. The Board of Directors shall
have the power to determine what constitutes net earnings, profits,
and surplus, respectively, what amount shall be reserved for
working capital and for any other purpose, and what amount shall be
declared as dividends, and such determination by the Board of
Directors shall be final and conclusive.
SECTION 2. NUMBER, TENURE AND DISQUALIFICATIONS. The number of
Directors of the Corporation shall be three. Each Director shall
hold office for the term for which he is elected or until the
Director's successor shall have been elected and qualified.
Directors need not be residents of New Mexico nor shareholders of
the Corporation.
SECTION 3. REGULAR MEETINGS. A regular meeting of the Board of
Directors shall be held without other notice than this by-law,
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 New
Mexico, 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 called by or at the request of the President or
any one Director. 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 New Mexico, 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 at least two days prior thereto by written notice delivered
personally or mailed to each Director at the Director's business
address, or by telephone, facsimile, e-mail or commercial mail
services. Any Director may waive notice of any meeting. The
attendance of a Director at any meeting shall constitute a waiver
of notice of such meeting, except where 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.
SECTION 6. QUORUM. A majority of the number of Directors fixed
by these bylaws as constituting the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser
number (not less than two) may adjourn any meeting and the meeting
may be held as adjourned without further notice. When a quorum is
present at any meeting, a majority of the members present thereat
shall decide any question brought before such meeting, except as
otherwise provided by law or by these bylaws.
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.
SECTION 8. ACTION BY CONSENT. Any action required to be taken
at a meeting of the Directors, or any other action which may be
taken at a meeting of Directors, may be taken without a meeting if
a consent in writing, setting forth the action so taken, shall be
signed by all of the Directors entitled to vote with respect to the
subject matter thereof. Such consent shall have the effect of a
unanimous vote and shall be equally valid as if said action were
approved at a meeting.
SECTION 9. PARTICIPATION BY TELEPHONE. Any one or more members
of the Board may participate in a meeting of the Board by means of
a conference telephone or similar communications equipment allowing
all persons participating in the meeting to hear each other at the
same time. Participation by such means shall constitute presence in
person at the meeting.
SECTION 10. VACANCIES. Any vacancy occurring in the Board of
Directors or in a directorship to be filled by reason of any
increase in the number of directors, may be filled by the
Directors. A Director elected to fill a vacancy shall be elected
for the unexpired term of the Director's predecessor in office.
SECTION 11. COMPENSATION. Directors as such shall not receive
any stated salaries for their services, but by resolution of the
Board of Directors, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of
the Board of Directors; provided that nothing herein contained
shall be construed to preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall
consist of a President, one or more Vice Presidents, a Secretary,
a Treasurer and such other officers as may be elected in accordance
with the provisions of this Article. The Board of Directors, by
resolution, may create the offices of one or more Assistant
Treasurers and Assistant Secretaries, all of whom shall be elected
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 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. Vacancies may be filled or new
offices created and filled at any meeting of the Board of
Directors. 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, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
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. PRESIDENT. The President shall be the chief
executive officer of the corporation. The President, unless some
other person is specifically authorized by vote of the Board of
Directors, shall sign all certificates of stock, bonds, deeds,
mortgages, extension agreements, modification of mortgage
agreements, leases, and contracts of the corporation. He shall
perform all the duties commonly incident to this office and shall
perform such other duties as the Board of Directors shall
designate.
SECTION 6. VICE PRESIDENT. Except as specially limited by vote
of the Board of Directors, any Vice president shall perform the
duties and have the powers of the President during the absence or
disability of the President and shall have the power to sign all
certificates of stock, bonds, deeds, and contracts of the
corporation. He shall perform such other duties and have such other
powers as the Board of Directors shall designate.
SECTION 7. TREASURER. The Treasurer, subject to the order of
the Board of Directors, shall have the care and custody of the
money, funds, valuable papers, and documents of the corporation and
shall have and exercise, under the supervision of the Board of
Directors, all the powers and duties commonly incident to his
office. He shall deposit all funds of the corporation in such bank
or banks as the directors shall designate. He may endorse for
deposit or collection all checks and notes payable to the
corporation or to its order, may accept drafts on behalf of the
corporation, and together with the President or a Vice President
may assign certificates of stock. He shall keep accurate books of
account of the corporation's transactions which shall be the
property of the corporation, and shall be subject at all times to
the inspection and control of the Board of Directors.
SECTION 8. SECRETARY. The Secretary shall keep accurate
minutes of all meetings of the shareholders and the Board of
Directors, and shall perform all the duties commonly incident to
his office, and shall perform such other duties and have such other
powers as the Board of Directors shall designate. The Secretary
shall have power, together with the President or a Vice President,
to sign certificates of stock of the corporation. In his absence at
any meeting an Assistant Secretary or a Secretary Pro Tempore shall
perform his duties thereat.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The
Assistant Treasurers and Assistant Secretaries, in general, shall
perform such duties as shall be assigned to them by the Treasurer
or the Secretary respectively, or by the President or the Board of
Directors.
SECTION 10. 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.
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. No loans shall be contracted on behalf of
the corporation and no evidences of indebtedness shall be issued in
its name unless authorized by a 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
FISCAL YEAR
The fiscal year of the corporation shall be the twelve-month
period ending December 31 of each year.
ARTICLE VIII
DIVIDENDS
SECTION 1. SOURCE AND FORM. Dividends may be declared in the
form of cash, in the corporation's authorized but unissued shares,
or in the property of the corporation. No dividends shall be
declared or paid on the stock of the corporation if, were the
dividends paid, either (1) the corporation would be unable to pay
its debts as they become due in the usual course of its business;
or (2) the corporation's total assets would be less than the sum of
its total liabilities and the maximum amount that then would be
payable, in any liquidation, in respect of all outstanding shares
having preferential rights in liquidation.
SECTION 2. DECLARATION. The date for the declaration of
dividends shall be the date of the meeting of the Board of
Directors at which the dividends shall be declared. The Board of
Directors in its discretion shall declare what, if any, dividends
shall be issued upon the stock of the corporation. Dividends may be
declared at any meeting, regular or special, of the Board of
Directors. The Board of Directors may fix in advance a record date
for the determination of the shareholders entitled to a dividend
distribution, which date shall not be less than three (3) days nor
more than twenty (20) days from the date on which such Board took
such action. The shareholders of record as of the record date shall
be entitled to receive the dividends.
ARTICLE IX
SEAL
The Board of Directors may provide a corporate seal which
shall be in the form of a circle and shall have inscribed thereon
the name of the corporation.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the
provisions of these bylaws or under the provisions of the Articles
of Incorporation or under the provisions of the law under which
this corporation is organized, 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 XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation, by approval given to these bylaws,
indemnifies each and every Director and officer and each person who
may hereafter at any time serve at its request as a Director or
officer of another corporation in which it owns shares of capital
stock or of which it is a creditor, against expenses actually and
reasonably incurred by each such Director and officer in connection
with the settlement or 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
matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the
performance of duty to the corporation; and it specifically
indemnifies each such Director and officer from payment of any
judgment, levy, or demand that might be granted against any such
Director or officer by virtue of his occupancy of said directorship
or office growing out of any such action, suit, or proceeding.
The indemnification described in this ARTICLE XI is in
addition to, and not in lieu of, the indemnification of directors
and officers described in NMSA 1978, Section 53-114.1 as the same
may be amended from time to time.
ARTICLE XII
AMENDMENTS
These bylaws may be altered, amended or repealed and new
bylaws may be adopted at any annual meeting of the Board of
Directors of the corporation or at any special meeting when the
proposal to amend these bylaws has been stated in the notice of
such special meeting, by a majority vote of the Directors
represented at the meeting.