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
Number Exhibit Reference
3.1 Articles of Incorporation Incorporated
by
of Allegheny and Western reference to
Energy Corporation dated Exhibit D
June 4, 1984. to Form 8-K
dated
July 3, 1984.
3.2 Amendment to Articles Incorporated by
of Incorporation of reference to
Allegheny & Western Energy Exhibit 3.2 to
Corporation, dated August Form 10-K for
2, 1990. the year ended
June 30, 1990.
3.3 Bylaws of Allegheny & Filed herewith
Western Energy Corporation.
10.1 Appalachian Basin Pipeline Incorporated by
Agreement. reference to
Exhibit 10.1.2 to
Amendment No. 1 to
Form S-1
Registration
Statement No. 2-
71252.
10.2 Columbus Gas Transmission Incorporated by
Corporation Gas Purchase reference to
Contract containing typical Exhibit 10.4 to
"take or pay" contact Form S-1
provisions. Registration
Statement No. 2-
71252.
10.3 Revolving Credit and Term Incorporated by
Loan Agreement, dated as of reference to
June 13, 1989, between the Exhibit 10.3 to
registrant and the First Form 10-K for the
National Bank of Boston. year ended June
30, 1989.
10.4 Revolving Credit and Term Incorporated by
Loan Agreement, dated as reference to
of June 13, 1989, between Exhibit 10.3
Mountaineer Gas Company to Form 10-K
and the First National Bank for the year
of Boston. ended June 30,
1989.
10.5 Note Agreement, dated June Incorporated by
30, 1987, between reference to
Mountaineer and Connecticut Exhibit 10.5
General Life Insurance to Form 10-K for
Company, Horace Mann Life the year ended
Insurance Company, INA Life June 30, 1990.
Insurance Company of New
York and Life Insurance
Company of North America.
10.6 Participation Agreement, dated Incorporated by
March 8, 1990, among TEX-HEX reference to
Corporation, Louran oil and Exhibit 10.6 to
Gas, Inc., AHI Drilling, Inc., Form 10-K for
SHIGO, Inc., Rush Moody, Jr., the year ended
Peter W. Stevens, John Bielun, June 30, 1990.
Andrew R. Fair, Jonathan Conrad
and Richard Grant.
10.7 Credit Agreement, dated Incorporated by
September 24, 1990, among reference to
Allegheny & Western Energy Exhibit 10.7 to
Corporation, Pittsburgh Form 10-K for
National Bank, and One the year ended
Valley Bank, N.A. and June 30, 1990.
Pittsburgh National Bank as
Agent.
10.8 1987 Stock Option Plan Incorporated by
(including form of Stock reference to
Option Agreement). Exhibit 10.8 to
Form 10-K for
the year ended
June 30, 1990.
10.9 Credit Agreement, dated June Incorporated by
27, 1991, between Mountaineer reference to
Gas Company and Pittsburgh Exhibit 10.9 to
National Bank. Form 10-K for the
year ended June
30, 1991.
10.10 Credit Agreement, dated Incorporated by
June 27, 1991, between reference to
Mountaineer Gas Company and Exhibit 10.10
Pittsburgh National Bank. to Form 10-K for
the year ended
June 30, 1991.
10.11 Agreements for Gas Purchase Incorporated by
and Transportation Service reference to
between Mountaineer Gas Exhibit 10.11 to
Company and Columbia Gas Form 10-K for the
Transmission Corp. year ended June
30, 1991.
10.12 Second Amendment, dated Incorporated by
October 31, 1991, to Credit reference to
Agreement, dated September Exhibit 10.12 to
21, 1990 among Allegheny & Form 10-Q for
Western Energy Corporation, the quarter ended
Pittsburgh National Bank December 31, 1991.
and One Valley Bank, N.A.
and Pittsburgh National Bank
as agent.
10.13 Third Amendment dated November Incorporated by
30, 1991, to Credit Agreement, reference to
dated September 24, 1990, Exhibit 10.13 to
among Allegheny & Western Form 10-Q for the
Energy Corporation, Pittsburgh quarter ended
National Bank and One Valley December 31, 1991.
Bank, N.A. and Pittsburgh
National Bank as agent.
10.14 Note Purchase Agreement, Incorporated by
dated July 15, 1992, between reference to
Mountaineer Gas Company and Exhibit 10.14 to
Teachers Insurance and Form 10-K for the
Annuity Association of year ended June
America. 30, 1992.
10.15 Employment Agreement, dated Incorporated by
June 13, 1990 between Mr. reference to
Grant and Mountaineer Gas Exhibit 10.15 to
Company. Form 10-K for the
year ended June
30, 1992.
10.16 Employment Agreement, dated Incorporated by
June 13, 1990 between Mr. reference to
Fletcher and Mountaineer Gas Exhibit 10-K for
Company. the year ended
June 30, 1992.
10.17 Consulting Agreement, dated Incorporated by
March 1, 1992 between Mr. reference to
Lindley and the Company. Exhibit 10.17 to
Form 10-K for the
year ended June
30, 1992.
10.18 Fourth Amendment, dated Incorporated by
October 31, 1992, to Credit reference to
Agreement, dated September Exhibit 10.18 to
24, 1990, among Allegheny & Form 10-Q for the
Western Energy Corporation, quarter ended
Pittsburgh National Bank and March 31, 1992.
One Valley Bank, N.A. and
Pittsburgh National Bank as
agent.
10.19 Fifth Amendment, dated November Incorporated by
30, 1992, to Credit Agreement, reference to
dated September 24, 1990, Exhibit 10.19 to
among Allegheny & Western Form 10-Q for the
Energy Corporation, Pittsburgh quarter ended
National Bank as agent. March 31, 1993.
10.20 Purchase and Sales Agreement, Incorporated by
dated July 21, 1992 among reference to
Hallwood Energy Partners, L.P. Exhibit 10.20 to
et al and Mountaineer Gas Form 10-Q for the
Company. quarter ended
March 31, 1993.
10.21 Sixth Amendment, dated Incorporated by
September 28, 1993, to Credit reference to
Agreement, dated September Exhibit 10.21 to
24, 1990, among Allegheny and Form 10-Q for the
Western Energy Corporation, quarter ended
Pittsburgh National Bank and September 30,
One Valley Bank, N.A. and 1993.
Pittsburgh National Bank as
agent.
10.22 Seventh Amendment, dated Incorporated by
October 31, 1993, to Credit reference to
Agreement, dated September 24, Exhibit 10.22 to
1990, among Allegheny and Form 10-Q for the
Western Energy Corporation, quarter ended
Pittsburgh National Bank and December 31,
One Valley Bank, N.A. and 1993.
Pittsburgh National Bank as
agent.
10.23 Employment Agreements with Incorporated by
Richard L. Grant, Michael S. reference to
Fletcher and W. Merwyn Exhibit 10.23 to
Pittman, individually. Form 10-Q for the
quarter ended
December 31, 1993.
10.24 Supplemental Retirement Incorporated by
Benefit Plan Agreements reference to
between John G. McMillian, Exhibit 10.24 to
Richard L. Grant, Michael Form 10-Q for the
S. Fletcher and W. Merwyn quarter ended
Pittman, individually and December 31, 1993.
Allegheny & Western Energy
Corporation.
21.1 Subsidiaries of the Company. Filed herewith
EXHIBIT
NUMBER DESCRIPTION
3.3 Bylaws of Allegheny & Western Energy Corporation
AMENDED AND RESTATED
BY-LAWS
OF
ALLEGHENY & WESTERN ENERGY CORPORATION
ARTICLE I
OFFICES
The principal
office of
the Corporation shall be located at 1600 Kanawha Valley Building,
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 2.01
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 the hour of 9:30 A.M., or on 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 2.02
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
outstanding shares of the corporation entitled to vote at the
meeting.
Section 2.03
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 2.04
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
(10) nor
more than fifty (50) 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 2.05
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 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, fifty (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 (10) 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
fifty (50) days and, in case of a meeting of shareholders, not
less than
ten (10) 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 2.06
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,
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 2.07
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 2.08
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 eleven
months
from the date of its execution, unless otherwise provided in the
proxy.
Section 2.09
Voting of
Shares. Subject to the provisions of Section 2.11 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 2.10
Voting of
Shares by Certain Holders. (a) Shares
standing in
the name of another Corporation, domestic or foreign, may be
voted by such
officer, agent or proxy as the by-laws of such other Corporation
may
prescribe or, in the absence of such provision, as the board of
directors
of such other corporation may determine.
(b) 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.
(c) 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.
(d) 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 pledgee shall be entitled to vote the shares so transferred.
(e) 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 2.11
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 2.12
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 agreement is reduced to writing and approved by the
shareholders at
the next regular meeting of the shareholders after the
conference.
Section 2.13
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 3.01
General
Powers. The business and affairs of the Corporation shall be
managed by
its Board of Directors.
Section 3.02
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.
Section 3.03
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 West Virginia
for the
holding of additional regular meetings without other notice than
such
resolution.
Section 3.04
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 3.05
Notice.
Notice of any special meeting shall be given by written notice
delivered
personally, by mail, by facsimile 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 notice must
set forth
the nature of the business intended to be transacted if such
business is
(a) amending the By-Laws or (b) authorizing the sale of all or
substantially all of the assets of the Corporation.
Section 3.06
Quorum.
A majority of the number of directors fixed by Section 3.02 of
this Article
III shall constitute a quorum for 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 3.07
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 3.08
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 for that purpose,
for a term
of office continuing only until the next election of directors.
Section 3.09
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 and/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 3.10
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 3.11
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, the 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 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 3.12
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 4.01
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 of Directors, 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 of
Directors. 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 By-Laws of
the
Corporation.
The executive
committee
shall be organized and shall perform its functions as directed by
the Board
of Directors and shall report periodically to the Board of
Directors. The
committee shall act by a majority 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 of Directors, 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 4.02
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
members of each committee so constituted and appointed by the
Board of
Directors shall be Board members and shall serve at the pleasure
of the
Board of Directors.
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 of
Directors shall from time to time report to and advise the Board
of
Directors on corporate affairs within its particular area of
responsibility
and interest.
ARTICLE V
OFFICERS
Section 5.01
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 5.02
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 is
practicable.
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 5.03
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 an officer or agent shall not of itself create
contract
rights.
Section 5.04
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 5.05
Chairman
of the Board. The Chairman of the Board of Directors shall be
the chief
executive officer of the Corporation and 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 of
Directors
and as may be provided by law.
Section 5.06
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 5.07
The
Secretary. The Secretary shall (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 5.08
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 shall, at the Board of Directors
discretion,
perform the duties of treasurer.
Section 5.09
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 5.10
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 of
Directors 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 of Directors. The acts of such
assistant
officer, within the scope of his authority as delineated by the
Board of
Directors, shall be the acts of the Corporation to the same
extent as if
done by the principal officer.
Section 5.11
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.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 6.01
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 6.02
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 6.03
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 6.04
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 7.01
Certificates for Shares. Certificates representing shares of
the
Corporation shall be in such form as shall be determined by the
Board of
Directors. Such certifi-
cates shall be signed by the President or a Vice President and by
the
Secretary. All certificates for shares shall be consecutively
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 7.02
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 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 omissions 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
incorpora-tion, and the words "Corporate Seal", but the Board of
Directors
may adopt a different seal from time to time.
ARTICLE X
WAIVER OF NOTICE
Whenever any
notice is
required to be given to any shareholder or director of the
Corporation
under the provisions of these By-Laws 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 By-Laws
may be
altered, amended or repealed and new By-Laws may be adopted by
the Board of
Directors at any regular or special meeting of the Board of
Directors, but
any By-Laws or amendments to By-Laws made by the directors may be
amended,
altered or repealed by the Board of Directors or by a majority of
the
stockholders.
EXHIBIT
NUMBER DESCRIPTION
21.1 Subsidiaries of the Company
ALLEGHENY & WESTERN ENERGY CORPORATION
SUBSIDIARIES
1. Mountaineer Gas Company, a West Virginia corporation,
formerly Columbia Gas Company of West Virginia.
2. Petro Services, Inc., a West Virginia corporation.
3. Gas Access Systems, Inc., a West Virginia corporation.
4. TEX-HEX, Corp., a Texas corporation.
5. A&W Exploration New Zealand Limited, a New Zealand
Corporation.
6. Mountaineer Gas Services, Inc., a West Virginia corporation,
a wholly-owned subsidiary of Mountaineer Gas Company.