AMENDED AND RESTATED
BYLAWS
OF
MEGA MINERALS, INC.
I certify that the following Amended and Restated Bylaws, consisting of
four pages, each of which I have initialed for identification, are the Bylaws
adopted by the sole Shareholder of MEGA MINERALS, INC. (the "Corporation") by a
Written Action by Sole Shareholder in Lieu of Meeting, dated __________________,
1998.
/s/ JOHN LYNCH
___________________________________
John Lynch, Secretary
EXHIBIT NO 3.35(b)
AMENDED AND RESTATED BYLAWS
OF
MEGA MINERALS, INC.
SECTION 1
Meetings of Shareholders
------------------------
1.1 The annual meeting of the shareholders of the Corporation shall be
held at the time and date to be set by the Board of Directors of the
Corporation.
1.2 The annual meeting of the shareholders shall be held at a place
designated by the Board of Directors or, if the Board of Directors does not
designate a place, then at a place designated by the Secretary or, if the
Secretary does not designate a place, at the Corporation's principal business
office.
1.3 Special meetings of the shareholders shall be held at a place
designated by the Board of Directors if the special meeting is called by the
Board of Directors. If the special meeting is not called by the Board of
Directors, the meeting shall be held at the Corporation's principal business
office.
SECTION 2
Board of Directors
------------------
2.1 The exact number of directors may be fixed, increased or decreased
from time to time by a resolution adopted by the vote of the shareholders who
(i) are present in person or by proxy at a meeting held to elect directors and
(ii) have a majority of the voting power of the shares represented at such
meeting and entitled to vote in the election.
2.2 Meetings of the Board of Directors may be called by the President or
by any director.
2.3 Unless waived as permitted by the West Virginia Code, notice of the
time, place and purpose of each meeting of the directors shall be either (i)
telephoned or personally delivered to each director at least forty-eight hours
before the time of the meeting or (ii) mailed to each director at his last known
address at least ninety-six hours before the time of the meeting.
SECTION 3
Officers
--------
3.1 The Corporation shall have a President, a Vice President, a Secretary
and a Treasurer, all of whom shall be elected by the Board of Directors. The
Corporation may also have such assistant officers as the Board of Directors may
deem necessary, all of whom shall be elected by the Board of Directors or chosen
by an officer or officers designated by it.
3.2 The President shall
(a) Have general charge and authority over the business of the
Corporation subject to the direction of the Board of Directors,
(b) Have authority to preside at all meetings of the shareholders and
of the Board of Directors,
(c) Have authority acting alone, except as otherwise directed by the
Board of Directors, to sign and deliver any document on behalf of the
Corporation, and
(d) Have such other powers and duties as the Board of Directors may
assign to him.
3.3 The Secretary shall
-2-
(a) Issue notices of all meetings for which notice is required to be
given,
(b) Keep the minutes of all meetings and have charge of the corporate
record books, and
(c) Have such other duties and powers as the Board of Directors or
the President may assign to him.
3.4 The Treasurer shall
(a) Have custody of all funds and securities of the Corporation,
(b) Keep adequate and correct accounts of the Corporation's affairs
and transactions, and
(c) Have such other duties and powers as the Board of Directors or
the President may assign to him.
3.5 Other officers and agents of the Corporation shall have such authority
and perform such duties in the management of the Corporation as the Board of
Directors or the President may assign to them.
SECTION 4
Certificates and Transfer
-------------------------
4.1 Shares of the Corporation shall be represented by certificates in such
form as shall from time to time be prescribed by the President.
4.2 Transfer of shares shall be made only on the stock transfer books of
the Corporation.
-3-
SECTION 5
Amendments
----------
These bylaws may be altered, amended, repealed or restated by a majority of
the directors or the Corporation.
Prepared by
BROWN, TODD & HEYBURN PLLC
2700 Lexington Financial Center
Lexington, Kentucky 40507
-4-