EXHIBIT 3.50
BY-LAWS
of
EASTERN ASSOCIATED COAL CORP.
(Amended as of April 21, 1987)
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the stockholders,
commencing with the year 1988, shall be held in April, at such time as shall be
determined by the Board of Directors, for the purpose of electing directors, and
for the transaction of such other business as may be brought before the meeting.
(Amended April 21, 1987.)
SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the President or by order of the Board
of Directors, and it shall be the duty of the Secretary to call such a meeting
upon a request in writing therefor stating the purpose or purposes thereof,
delivered to the Secretary, signed by the holders of record of not less than
one-tenth of the outstanding capital stock of the corporation.
SECTION 3. Place of Meeting. Meetings of the stockholders may be held
at its principal office in Weston, West Virginia, or elsewhere within the State
of West Virginia, or may be held outside the State of West Virginia at such
place or places as the Board of Directors may from time to time determine.
SECTION 3A. Transaction of Business and Maintenance of Offices.
Business may be transacted and offices may be maintained in such places within
and without the State of West Virginia as the President, any Senior Vice
President or any Vice President may from time to time determine. (Added February
7, 1979.)
SECTION 4. Notice of Stockholders' Meeting. Notice of the annual and
of any special meeting of stockholders shall be given to each stockholder of
record at least ten and not more than forty days before the meeting by
personally delivering to such stockholder or by depositing in the United States
mails, addressed to the address last left by such stockholder with the Transfer
Agent, or in the absence of a Transfer Agent, the Registrar, or in the absence
of a Transfer Agent and a Registrar, the Secretary of the corporation, a written
or printed notice, signed by the President or a Vice President or the Secretary
or an Assistant Secretary, stating the place, day and hour of the meeting and
the purpose or purposes for which the meeting is called, and any such notice
shall be deemed given when personally delivered or deposited postage prepaid in
the United States mail. Any stockholder, or his attorney thereunto authorized,
may waive notice of any meeting either before, at or after the meeting.
SECTION 5. Quorum. At all meetings of stockholders the holders of
record of a majority of the issued and outstanding capital stock of the
corporation, present in person or by proxy, shall constitute a quorum for the
transaction of business. In the absence of a quorum, a majority in interest of
those present or represented may adjourn the meeting by resolution to a date
fixed therein, and no further notice thereof shall be required. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. Voting. At each meeting of the stockholders every
stockholder holding one or more shares of the capital stock of the corporation
shall be entitled to one vote for each such share registered in his name on the
books of the corporation at the time of the closing of the transfer books of the
corporation for such meeting or on the record date therefor, as the case may be,
except that, in the case of an election of directors, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
this cumulative voting provision) such stockholder would be entitled to cast for
the election of directors with respect to his shares of stock, multiplied by the
number of directors to be elected, and such stockholder may cast all of such
votes for a single director or may distribute them among the number to be voted
for, or any two or more of them, as he may see fit. Except for the election of
directors, all resolutions shall be adopted by a majority of votes properly cast
at the meeting; at elections of directors, those nominees up to the number to be
elected, receiving the largest number of votes shall be deemed elected. All
elections for directors shall be by ballot, but this requirement shall be deemed
to have been waived if at the meeting no stockholder shall demand a ballot vote.
SECTION 7. Proxies. Every stockholder entitled to vote at any meeting
of stockholders may vote by proxy. Every proxy must be executed in writing by
the stockholder or by his duly authorized attorney. No proxy shall be voted
after the expiration of three years from the date of its execution unless the
stockholder executing it shall have specified a longer duration, and then only
within the period specified. Every proxy shall be revocable at the pleasure of
the person executing it or of his personal representatives or assigns except as
otherwise provided by law.
SECTION 8. Inspectors of Election. Two inspectors of election, who
shall act as such at elections of directors, shall be elected by and shall serve
at the pleasure of the Board of Directors. If one or both of such inspectors
fails to appear at any meeting for the election of directors, the Chairman of
the meeting may appoint a substitute or substitutes to act at such meeting in
place of such absent inspector or inspectors. Each inspector shall be entitled
to a reasonable compensation for his services, to be paid by the corporation.
The inspectors, before
- 2 -
entering upon the discharge of their duties, shall be sworn faithfully to
execute the duties of inspectors at such meeting with strict impartiality and
according to the best of their ability, and the oath so taken shall be
subscribed by them.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. The property, affairs and business of
the corporation shall be managed by the Board of Directors.
SECTION 2. Number. The board of Directors of the Corporation shall
consist of one or more members as fixed from time to time by resolution of the
Board of Directors or the Shareholders amended 8/16/90
SECTION 3. Term of Office and Qualification. Directors need not be
stockholders and shall be elected to serve until the next annual election of
directors and until their successors are elected and shall have qualified.
SECTION 4. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board from among its members to serve at its pleasure, who shall
preside at all meetings of the Board of Directors and shall have such other
duties as from time to time may be assigned to him by the Board of Directors or
by the Executive Committee.
SECTION 5. Vacancies. Vacancies in the Board of Directors because of
death, resignation, disqualification, physical or mental incapacity to act, an
increase in the number of members of the Board of Directors, or resulting from
any other cause whatsoever, shall be filled for the unexpired portion of the
term by a majority vote of the remaining directors, although less than a quorum,
given at a regular meeting, or at a special meeting called for the purpose.
SECTION 6. Place of Meeting. The Board of Directors shall hold its
meetings at such places within or without the State of West Virginia as it may
decide.
SECTION 7. Regular Meetings: Notice. The Board of Directors by
resolution may establish regular periodic meetings and notice of such meetings
need not be given.
SECTION 8. Special Meetings. Special meetings of the Board of
Directors shall be called by the Secretary or an Assistant Secretary whenever
ordered by the Board of Directors or requested in writing by the President or
any two other directors. Such meetings shall be held at the principal office of
the corporation unless the Board of Directors, by its order calling a special
meeting, shall fix a different place for such meeting. Notice of each special
meeting shall be mailed to each director, addressed
- 3 -
to his residence or usual place of business, at least four days before the day
on which the meeting is to be held, or shall be sent to such address by
telegraph, or be given personally or by telephone, not later than two days
before the day on which the meeting is to be held. Notice of any meeting may be
waived in writing by any director before, at or after the meeting.
SECTION 9. Quorum and Manner of Acting. A majority of the members of
the Board of Directors then in office shall constitute a quorum for the
transaction of any business at any meeting of the Board of Directors and, except
as herein otherwise provided, the act of a majority of those present at the
meeting at which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum of the Board of Directors a majority of the members
present may adjourn the meeting from time to time until a quorum be had, and no
notice of any such adjournment need be given.
SECTION 10. Fees. The Board of Directors may from time to time
prescribe reasonable fees for attendance by members of the Board of Directors
and members of the Executive Committee and other committees, and for
reimbursement for travel and other expenses incidental to such attendance.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. How Constituted and the Powers Thereof. The Board of
Directors by the vote of a majority of the entire Board, may designate three or
more directors to constitute an Executive Committee, who shall serve during the
pleasure of the Board of Directors. Except as otherwise provided by law, by
these by-laws or by resolution adopted by a majority of the whole Board of
Directors, the Executive Committee shall possess and may exercise during the
intervals between the meetings of the directors, all of the powers of the Board
of Directors in the management of the business, affairs and property of the
corporation, including the power to cause the seal of the corporation to be
affixed to all papers that may require it.
SECTION 2. Organization, etc. The Executive Committee shall choose its
own Chairman and its Secretary and may adopt rules for its procedure. The
Committee shall keep a record of its acts and proceedings and report the same
from time to time to the Board of Directors.
SECTION 3. Meetings. Meetings of the Executive Committee may be called
by the Chairman of the Committee, and shall be called by him at the request of
any member of the Committee, or by any member if there shall be no Chairman.
Notice of each meeting of the Committee shall be sent to each member of the
Committee by mail at least two days before the meeting is to be held, or given
personally or by telegraph or telephone at least
- 4 -
one day before the day on which the meeting is to be held. Notice of any meeting
may be waived before, at or after the meeting.
SECTION 4. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at the meeting at which a quorum is present shall
be the act of the Executive Committee.
SECTION 5. Removal. Any member of the Executive Committee may be
removed, with or without cause, at any time, by the Board of Directors.
SECTION 6. Vacancies. Any vacancy in the Executive Committee shall
be filled by the Board of Director.
SECTION 7. Other Committees. The Board of Directors or the Executive
Committee may by resolution provide for such other standing or special
committees as it deems desirable, and discontinue the same at pleasure. Each
Committee shall have such powers and perform such duties, not inconsistent with
law, as may be assigned to it by the Board of Directors or by the Executive
Committee.
ARTICLE IV
OFFICES AND OFFICERS
SECTION 1. Officers--Number. The officers of the Corporation shall be
the Chairman, the President, one or more Vice-Presidents as the Board of
Directors or Executive Committee may determine, a Treasurer and a Secretary. The
Board of Directors or Executive Committee may from time to time appoint one or
more Assistant Secretaries and Assistant Treasurers. The same person may hold
any two or more offices except those of President and Vice-President. No officer
except the President need be a member of the Board of Directors.
SECTION 2. Salaries. The Board of Directors or Executive Committee
may from time to time fix the salary of the President, as well as the salaries
of other officers of the corporation.
SECTION 3. Election, Term of Office and Qualification. All officers of
the corporation shall be elected annually (unless otherwise specified at the
time of election) by the Board of Directors or Executive Committee and each
officer shall hold office until his successor shall have been duly chosen and
shall have qualified, or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 4. Vacancies. If any vacancy shall occur in any office of
the corporation, such vacancy shall be filled by the Board of Directors or by
the Executive Committee.
- 5 -
SECTION 5. Other Officers, Agents and Employees. The Board of
Directors or the Executive Committee may from time to time appoint such other
officers, agents and employees of the corporation as may be deemed proper, and
may authorize any officer to appoint and remove agents and employees. The Board
of Directors or the Executive Committee or the President may from time to time
prescribe the powers and duties of such officers, agents and employees of the
corporation in the management of its property, affairs and business.
SECTION 6. Removal. Any officer of the corporation may be removed,
either with or without cause, by vote of a majority of the Board of Directors or
of the Executive Committee, or, in the case of any officer, agent or employee
not elected by the Board of Directors or the Executive Committee, by any
committee or superior officer upon whom such power of removal may be conferred
by the Board of Directors or by the Executive Committee.
SECTION 7. Chairman. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as shall be delegated to him at any time or from time to time by the Board of
Directors.
SECTION 8. President. The President shall be the chief executive
officer of the corporation and shall have general direction of its business,
affairs and property and over its several officers. He shall see that all orders
and resolutions of the Board of Directors and of the Executive Committee are
carried into effect, and he shall have the power to execute in the name of the
corporation all authorized deeds, mortgages, ship mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall have been expressly delegated to some other officer or agent of the
corporation; and in general, he shall perform all duties incident to the office
of a president of a corporation, and such other duties as from time to time may
be assigned to him by the Board of Directors or by the Executive Committee. He
shall be ex officio a member of all committees. He shall from time to time
report to the Board of Directors or to the Executive Committee all matters
within his knowledge which the interest of the corporation may require to be
brought to their notice.
SECTION 9. Vice-Presidents. The Vice-President or Vice-Presidents of
the corporation, under the direction of the President, shall have such powers
and perform such duties as the Board of Directors or Executive Committee or
President may from time to time prescribe, and shall perform such other duties
as may be prescribed in these by-laws. In case of the absence or inability of
the President to act, then the Vice-Presidents, in the order designated therefor
by the Board of Directors or Executive Committee, shall have the powers and
discharge the duties of the President.
- 6 -
SECTION 10. Treasurer. The Treasurer, under the direction of the
President, shall have charge of the funds, securities, receipts and
disbursements of the corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such banks or trust
companies or with such other depositories as the Board of Directors or Executive
Committee, with the approval of the Board of Directors of that direct subsidiary
of Eastern Gas and Fuel Associates which is the corporation's direct or indirect
parent company or entity, may from time to time designate. He shall supervise
and have charge of keeping correct books of account of all the corporation's
business and transactions. If required by the Board of Directors, he shall give
a bond in such sum as the Board of Directors or Executive Committee may
designate, conditioned upon the faithful performance of the duties of his office
and the restoration to the corporation, at the expiration of his term of office,
or in case of his death, resignation or removal from office, of all books,
papers, vouchers, money or other property of whatever kind in his possession
belonging to the corporation. He shall also have such other powers and perform
such other duties as pertain to his office, or as the Board of Directors or the
Executive Committee or the President may from time to time prescribe. (Amended
August 20, 1980.)
SECTION 11. Assistant Treasurers. In the absence of or disability of
the Treasurer, the Assistant Treasurers, in the order designated by the Board of
Directors or by the Executive Committee, shall perform the duties of the
Treasurer, and, when so acting, shall have all the powers of, and be subject to
all restrictions upon, the Treasurer. They shall also perform such other duties
as from time to time may be assigned to them by the Board of Directors or by the
Executive Committee or the President.
SECTION 12. Secretary. The Secretary shall attend all meetings of the
stockholders of the corporation and of its Board of Directors and shall keep the
minutes of all such meetings in a book or books kept by him for that purpose. He
shall keep in safe custody the seal of the corporation, and, when authorized by
the Board of Directors or the Executive Committee, he shall affix such seal to
any instrument requiring it. In the absence of a Transfer Agent or a Registrar,
the Secretary shall have charge of the stock certificate books, and the
Secretary shall have charge of such other books and papers as the Board of
Directors or Executive Committee may direct. He shall also have such other
powers and perform such other duties as pertain to his office, or as the Board
of Directors or the Executive Committee or the President may from time to time
prescribe.
SECTION 13. Assistant Secretaries. In the absence or disability of
the Secretary, the Assistant Secretaries, in the order designated by the Board
of Directors or Executive Committee, shall perform the duties of the Secretary,
and, when so acting, shall have all the powers of, and be subject to all
- 7 -
the restrictions upon, the Secretary. They shall also perform such other duties
as from time to time may be assigned to them by the Board of Directors or
Executive Committee or the President.
ARTICLE V
CHECKS, DRAFTS, ETC.
All checks, drafts or 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, person or persons, to whom the
Board of Directors or Executive Committee shall have delegated the power, but
under such conditions and restrictions as in said resolutions may be imposed.
The signature of any officer upon any of the foregoing instruments may be a
facsimile whenever authorized by the Board of Directors or by the Executive
Committee.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 1. Issue of Certificates of Stock. The Board of Directors or
Executive Committee shall provide for the issue and transfer of the certificates
of capital stock of the corporation, and prescribe the form of such
certificates. Every owner of stock of the corporation shall be entitled to a
certificate of stock, which shall be under the seal of the corporation (which
seal may be a facsimile, engraved or printed), specifying the number of shares
owned by him, and which certificate shall be signed by the President or
Vice-President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the corporation. Said signatures may, wherever
permitted by law, be facsimile, engraved or printed. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the corporation.
SECTION 2. Transfer Agents and Registrars. The corporation may have one
or more Transfer Agents and one or more Registrars of its stock, whose
respective duties the Board of Directors may, from time to time, prescribe. If
the corporation shall have a Transfer Agent, no certificate of stock shall be
valid until countersigned by such Transfer Agent, and if the corporation shall
have a Registrar, until registered by the Registrar. The duties of the Transfer
Agent and Registrar may be combined.
- 8 -
SECTION 3. Transfer of Shares. The shares of the corporation shall be
transferable only upon its books and by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock transfer books and ledgers or to
such other person as the Directors may designate for such purpose, and new
certificates shall thereupon be issued.
SECTION 4. Addresses of Stockholders. Every stockholder shall furnish
the Transfer Agent, or in the absence of a Transfer Agent, the Registrar, or in
the absence of a Transfer Agent and a Registrar, the Secretary, with an address
at or to which notices of meetings and all other notices may be served upon or
mailed to him, and in default thereof, notices may be addressed to him at the
office of the corporation.
SECTION 5. Closing of Transfer Books: Record Date. The Board of
Directors shall have power to close the stock transfer books of the corporation
for a period not exceeding forty (40) days and not less than ten (10) days prior
to the date of any meeting of stockholders; provided, however, that in lieu of
closing the stock transfer books as aforesaid the Board of Directors may fix a
date not exceeding forty (40) days and not less than ten (10) days prior to the
date of any such meeting as the time as of which stockholders entitled to notice
of and to vote at such meeting shall be determined, and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting.
The Board of Directors shall also have power to close the stock
transfer books of the corporation for a period not exceeding forty (40) days
preceding the date fixed for the payment of any dividend or the making of any
distribution or for the delivery of any evidence of right or evidence of
interest; provided, however, that in lieu of closing the stock transfer books as
aforesaid the Board of Directors may fix a date not exceeding forty (40) days
preceding the date fixed for the payment of any such dividend or the making of
any such distribution or for the delivery of any such evidence of right or
interest as a record time for the determination of the stockholders entitled to
receive any such dividend, distribution, right or interest, and in such case
only stockholders of record at the time so fixed shall be entitled to receive
such dividend, distribution, right or interest.
SECTION 6. Lost and Destroyed Certificates. The Board of Directors or
Executive Committee may direct a new certificate or certificates of stock to be
issued in the place of any certificate or certificates theretofore issued and
alleged to have been lost or destroyed; but the Board of Directors or Executive
Committee when authorizing such issue of a new certificate or certificates, may
in its discretion require the
- 9 -
owner of the stock represented by the certificate so lost or destroyed or his
legal representative to furnish proof by affidavit or otherwise to the
satisfaction of the Board of Directors or Executive Committee of the ownership
of the stock represented by such certificate alleged to have been lost or
destroyed and the facts which tend to prove its loss or destruction. The Board
of Directors or Executive Committee may also require such person to execute and
deliver to the corporation a bond, with or without sureties, in such sum as the
Board of Directors or Executive Committee may direct, indemnifying the
corporation against any claim that may be made against it by reason of the issue
of such new certificate. The Board of Directors or Executive Committee, however,
may, in its discretion, refuse to issue any such new certificate, except
pursuant to court order.
ARTICLE VII
SEAL
The corporate seal of the corporation shall be circular in form, shall
bear around the circumference the words "EASTERN ASSOCIATED COAL CORP." and in
the center the words "INCORPORATED, 1963, WEST VIRGINIA," or words of similar
import. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Examination of Books and Records. The Board of Directors or
Executive Committee may determine from time to time whether and to what extent
and at what times and places and under what conditions and regulations the
accounts and books of the corporation, or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the corporation, except as provided
by the statutes of the State of West Virginia, or authorized by the Board of
Directors or Executive Committee.
SECTION 2. Voting of Stock in Other Corporations. Any shares of stock
in any other corporation, which may from time to time be held by the
corporation, may be represented and voted at any of the stockholders' meetings
thereof by the President or a Vice-President of the corporation or by proxy
appointed by the President or one of the Vice-presidents of the corporation. The
Board of Directors or Executive Committee, however, may by resolution appoint
any other person or persons to vote such shares, in which case such other person
or persons shall be entitled to vote such shares upon the production of a
certified copy of such resolution.
- 10 -
SECTION 3. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors or the Shareholders (amended
8/16/90).
ARTICLE IX
INDEMNIFICATION
Any person made a party to any action, suit or proceeding by reason of
the fact that he, his testator or intestate, is or was a director, officer or
employee of the corporation or of any corporation which he served as such at the
request of the corporation, shall be indemnified by the corporation against the
reasonable expenses, including attorney's fees, actually and necessarily
incurred by him in connection with the defense of such action, suit, proceeding,
or in connection with any appeal therein, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties; provided, however, that if any such amount is paid otherwise than
pursuant to court order or action by the stockholders, the corporation shall
within eighteen (18) months from the date of such payment mail to its
stockholders at the time entitled to vote for the election of directors a
statement specifying the person paid, the amount of the payment and the final
disposition of the litigation. Except as otherwise provided by law, and in
addition to any other right provided by law, every such person shall be
entitled, without demand by him upon the corporation, or any action by the
corporation, to enforce the right of indemnification or reimbursement
hereinabove provided in an action at law against the corporation. The right of
indemnification or reimbursement hereinabove provided or under any applicable
statutes shall not be deemed exclusive of any other right to which any such
person may now or hereafter be otherwise entitled.
ARTICLE X
AMENDMENTS
SECTION 1. By Stockholders. These by-laws may be made, amended,
altered or repealed, by the affirmative vote of the holders of a majority of the
stock of the corporation, or their proxies, who shall be present and entitled to
vote at any annual or special meeting of stockholders, provided that notice of
the proposed amendment, alteration or repeal shall have been included in the
notice of the meeting.
SECTION 2. By Directors. The Board of Directors shall have the power,
by a vote of a majority of the Directors then in office, at a meeting upon
waiver of notice or called pursuant to a notice in which any such proposed
modification of the by-laws is set forth, to make, amend, alter or repeal these
by-laws except that the Board of Directors shall have no power to alter,
- 11 -
amend, or repeal a by-law adopted by the stockholders subsequent to any original
adoption of these by-laws by the stockholders.
I hereby certify that the above is a true and accurate copy of the
by-laws of Eastern Associated Coal Corp.
/s/ M. H. Hyer
------------------------
Assistant Secretary
October 12, 1987
------------------------
Date
- 12 -
EASTERN ASSOCIATED COAL CORP.
AMENDMENT OF BYLAWS
Addition of new Section 3A - Adopted by Board of Directors at its meeting held
on February 7, 1979.
SECTION 3A. Transaction of Business and Maintenance of Offices.
Business may be transacted and offices may be maintained in such places within
and without the State of West Virginia as the President, any Senior Vice
President or any Vice President may from time to time determine.
New Section 10, Article IV, adopted at Board of Directors Meeting
Held on August 20, 1980
SECTION 10. Treasurer. The Treasurer, under the direction of the
President, shall have charge of the funds, securities, receipts and
disbursements of the corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such banks or trust
companies or with such other depositories as the Board of Directors or Executive
Committee, with the approval of the Board of Directors of that direct subsidiary
of Eastern Gas and Fuel Associates which is the corporation's direct or indirect
parent company or entity, may from time to time designate. He shall supervise
and have charge of keeping correct books of account of all the corporation's
business and transactions. If required by the Board of Directors, he shall give
a bond in such sum as the Board of Directors or Executive Committee may
designate, conditioned upon the faithful performance of the duties of his office
and the restoration to the corporation, at the expiration of his term of office,
or in case of his death, resignation or removal from office, of all books,
papers, vouchers, money or other property of whatever kind in his possession
belonging to the corporation. He shall also have such other powers and perform
such other duties as pertain to his office, or as the Board of Directors or the
Executive Committee or the President may from time to time prescribe.
RESOLVED, THAT SECTION 1 OF ARTICLE I OF THE BYLAWS OF THE COMPANY IS REPEALED
IN ITS ENTIRETY AND THE FOLLOWING PROVISION SUBSTITUTED IN LIEU THEREOF
(4/21/87).
"SECTION 1. ANNUAL MEETING. THE ANNUAL MEETING OF THE STOCKHOLDERS,
COMMENCING WITH THE YEAR 1988, SHALL BE HELD IN APRIL, AT SUCH TIME AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS, FOR THE PURPOSE OF ELECTING DIRECTORS, AND
FOR THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY BE BROUGHT BEFORE THE
MEETING."
3.
The Chair thereupon, on motion made, seconded and carried, was
authorized to appoint a committee of two to draft a set of by-laws for the
government of the corporation, and report the same to the meeting for adoption,
amendment, or rejection; and, pursuant to such authority, the Chair accordingly
appointed DaCosta Smith Jr. and J. N. Philips a committee to draft and report
such by-laws, which committee, after some time, reported and presented with
their report a form of by-laws. After being read and considered, the adoption,
amendment and rejection of the several by-laws presented were considered, and
after the adoption and rejection of the several and various amendments offered
thereto, the following by-laws were unanimously adopted and passed as the
by-laws for the government of this company.
BY-LAWS
of
EASTERN ASSOCIATED COAL CORP.
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. Annual Meeting. The annual meeting of stock-holders shall be
held on the second Wednesday of April in each year, beginning in the year 1964
(or, if that be a legal holiday, on the next succeeding business day) at one
o'clock in the afternoon or at such other hour as may from time to time be
designated by the Board of Directors and specified in the notice of meeting
(amended 4/8/87).
SECTION 2. Special Meetings. Special meetings of the stockholders for
any purpose or purposes may be called by the President or by order of the Board
of Directors, and it shall be the duty of the Secretary to call such a meeting
4.
upon a request in writing therefor stating the purpose or purposes thereof,
delivered to the Secretary, signed by the holders of record of not less than
one-tenth of the outstanding capital stock of the corporation.
SECTION 3. Place of Meeting. Meetings of the stockholders may be held
at its principal office in Weston, West Virginia, or elsewhere within the State
of West Virginia, or may be held outside the State of West Virginia at such
place or places as the Board of Directors may from time to time determine
(amended 2/7/79).
SECTION 4. Notice of Stockholders' Meeting. Notice of the annual and
of any special meeting of stockholders shall be given to each stockholder of
record at least ten and not more than forty days before the meeting by
personally delivering to such stockholder or by depositing in the United States
mails, addressed to the address last left by such stockholder with the Transfer
Agent, or in the absence of a Transfer Agent, the Registrar, or in the absence
of a Transfer Agent and a Registrar, the Secretary of the corporation, a written
or printed notice, signed by the President or a Vice President or the Secretary
or an Assistant Secretary, stating the place, day and hour of the meeting and
the purpose or purposes for which the meeting is called, and any such notice
shall be deemed given when personally delivered or deposited postage prepaid in
the United States mail. Any stockholder, or his attorney thereunto authorized,
may waive notice of any meeting either before, at or after the meeting.
SECTION 5. Quorum. At all meetings of stockholders the holders of
record of a majority of the issued and outstanding capital stock of the
corporation, present in person or by proxy, shall constitute a quorum for the
transaction of business. In the absence of a quorum, a majority in interest of
those present or represented may adjourn the meeting by resolution to a date
fixed therein, and no further notice thereof shall be required. At any such
adjourned meeting at which a quorum may be present, any business may be
transacted which might have been transacted at the meeting as originally called.
SECTION 6. Voting. At each meeting of the stockholders every
stockholder holding one or more shares of the capital stock of the corporation
shall be entitled to one vote for each such share registered in his name on the
books of the corporation at the time of the closing of the transfer books of the
corporation for such meeting or on the record date therefor, as the case may be,
except that, in the case of an election of directors, each stockholder shall be
entitled to as many votes as shall equal the number of votes which (except for
this cumulative voting provision) such stockholder would be entitled to cast for
the election of directors with respect to his shares of stock, multiplied by the
number of directors to be elected, and such stockholder may cast all of such
votes for a single director or may distribute them among the number to be voted
5.
for, or any two or more of them, as he may see fit. Except for the election of
directors, all resolutions shall be adopted by a majority of votes properly cast
at the meeting; at elections of directors, those nominees up to the number to be
elected, receiving the largest number of votes shall be deemed elected. All
elections for directors shall be by ballot, but this requirement shall be deemed
to have been waived if at the meeting no stockholder shall demand a ballot
vote.
SECTION 7. Proxies. Every stockholder entitled to vote at any meeting
of stockholders may vote by proxy. Every proxy must be executed in writing by
the stockholder or by his duly authorized attorney. No proxy shall be voted
after the expiration of three years from the date of its execution unless the
stockholder executing it shall have specified a longer duration, and then only
within the period specified. Every proxy shall be revocable at the pleasure of
the person executing it or of his personal representatives or assigns except as
otherwise provided by law.
SECTION 8. Inspectors of Election. Two inspectors of election, who
shall act as such at elections of directors, shall be elected by and shall serve
at the pleasure of the Board of Directors. If one or both of such inspectors
fails to appear at any meeting for the election of directors, the Chairman of
the meeting may appoint a substitute or substitutes to act at such meeting in
place of such absent inspector or inspectors. Each inspector shall be entitled
to a reasonable compensation for his services, to be paid by the corporation.
The inspectors, before entering upon the discharge of their duties, shall be
sworn faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of their ability, and the oath so taken
shall be subscribed by them.
ARTICLE II
BOARD OF DIRECTORS
SECTION 1. General Powers. The property, affairs and business of the
corporation shall be managed by the Board of Directors.
SECTION 2. Number. The number of directors shall be not less than
three (3) nor more than twenty (20), as may be determined from time to time by
the Board of Directors.
SECTION 3. Term of Office and Qualification. Directors need not be
stockholders and shall be elected to serve until the next annual election of
directors and until their successors are elected and shall have qualified.
6.
SECTION 4. Chairman of the Board. The Board of Directors may elect a
Chairman of the Board from among its members to serve at its pleasure, who shall
preside at all meetings of the Board of Directors and shall have such other
duties as from time to time may be assigned to him by the Board of Directors or
by the Executive Committee.
SECTION 5. Vacancies. Vacancies in the Board of Directors because of
death, resignation, disqualification, physical or mental incapacity to act, an
increase in the number of members of the Board of Directors, or resulting from
any other cause whatsoever, shall be filled for the unexpired portion of the
term by a majority vote of the remaining directors, although less than a quorum,
given at a regular meeting, or at a special meeting called for the purpose.
SECTION 6. Place of Meeting. The Board of Directors shall hold its
meetings at such places within or without the State of West Virginia as it may
decide.
SECTION 7. Regular Meetings: Notice. The Board of Directors by
resolution may establish regular periodic meetings and notice of such meetings
need not be given.
SECTION 8. Special Meetings. Special meetings of the Board of
Directors shall be called by the Secretary or an Assistant Secretary whenever
ordered by the Board of Directors or requested in writing by the President or
any two other directors. Such meetings shall be held at the principal office of
the corporation unless the Board of Directors, by its order calling a special
meeting, shall fix a different place for such meeting. Notice of each special
meeting shall be mailed to each director, addressed to his residence or usual
place of business, at least four days before the day on which the meeting is to
be held, or shall be sent to such address by telegraph, or be given personally
or by telephone, not later than two days before the day on which the meeting is
to be held. Notice of any meeting may be waived in writing by any director
before, at or after the meeting.
SECTION 9. Quorum and Manner of Acting. A majority of the members of
the Board of Directors then in office shall constitute a quorum for the
transaction of any business at any meeting of the Board of Directors and, except
as herein otherwise provided, the act of a majority of those present at the
meeting at which a quorum is present shall be the act of the Board of Directors.
In the absence of a quorum of the Board of Directors a majority of the members
present may adjourn the meeting from time to time until a quorum be had, and no
notice of any such adjournment need be given.
7.
SECTION 10. Fees. The Board of Directors may from time to time
prescribe reasonable fees for attendance by members of the Board of Directors
and members of the Executive Committee and other committees, and for
reimbursement for travel and other expenses incidental to such attendance.
ARTICLE III
EXECUTIVE AND OTHER COMMITTEES
SECTION 1. How Constituted and the Powers Thereof. The Board of
Directors by the vote of a majority of the entire Board, may designate three or
more directors to constitute an Executive Committee, who shall serve during the
pleasure of the Board of Directors. Except as otherwise provided by law, by
these by-laws or by resolution adopted by a majority of the whole Board of
Directors, the Executive Committee shall possess and may exercise during the
intervals between the meetings of the directors, all of the powers of the Board
of Directors in the management of the business, affairs and property of the
corporation, including the power to cause the seal of the corporation to be
affixed to all papers that may require it.
SECTION 2. Organization, etc. The Executive Committee shall choose its
own Chairman and its Secretary and may adopt rules for its procedure. The
Committee shall keep a record of its acts and proceedings and report the same
from time to time to the Board of Directors.
SECTION 3. Meetings. Meetings of the Executive Committee may be called
by the Chairman of the Committee, and shall be called by him at the request of
any member of the Committee, or by any member if there shall be no Chairman.
Notice of each meeting of the Committee shall be sent to each member of the
Committee by mail at least two days before the meeting is to be held, or given
personally or by telegraph or telephone at least one day before the day on which
the meeting is to be held. Notice of any meeting may be waived before, at or
after the meeting.
SECTION 4. Quorum and Manner of Acting. A majority of the Executive
Committee shall constitute a quorum for the transaction of business, and the act
of a majority of those present at the meeting at which a quorum is present shall
be the act of the Executive Committee.
SECTION 5. Removal. Any member of the Executive Committee may be
removed, with or without cause, at any time, by the Board of Directors.
SECTION 6. Vacancies. Any vacancy in the Executive Committee shall be
filled by the Board of Directors.
8.
SECTION 7. Other Committees. The Board of Directors or the Executive
Committee may by resolution provide for such other standing or special
committees as it deems desirable, and discontinue the same at pleasure. Each
Committee shall have such powers and perform such duties, not inconsistent with
law, as may be assigned to it by the Board of Directors or by the Executive
Committee.
ARTICLE IV
OFFICES AND OFFICERS
SECTION 1. Officers--Number. The officers of the Corporation shall be
the Chairman, the President, one or more Vice-Presidents as the Board of
Directors or Executive Committee may determine, a Treasurer and a Secretary. The
Board of Directors or Executive Committee may from time to time appoint one or
more Assistant Secretaries and Assistant Treasurers. The same person may hold
any two or more offices except those of President and Vice-President. No officer
except the President need be a member of the Board of Directors.
SECTION 2. Salaries. The Board of Directors or Executive Committee may
from time to time fix the salary of the President, as well as the salaries of
other officers of the corporation.
SECTION 3. Election, Term of Office and Qualification. All officers of
the corporation shall be elected annually (unless otherwise specified at the
time of election) by the Board of Directors or Executive Committee and each
officer shall hold office until his successor shall have been duly chosen and
shall have qualified, or until he shall resign or shall have been removed in the
manner hereinafter provided.
SECTION 4. Vacancies. If any vacancy shall occur in any office of the
corporation, such vacancy shall be filled by the Board of Directors or by the
Executive Committee.
SECTION 5. Other Officers, Agents and Employees. The Board of Directors
or the Executive Committee may from time to time appoint such other officers,
agents and employees of the corporation as may be deemed proper, and may
authorize any officer to appoint and remove agents and employees. The Board of
Directors or the Executive Committee or the President may from time to time
prescribe the powers and duties of such officers, agents and employees of the
corporation in the management of its property, affairs and business.
SECTION 6. Removal. Any officer of the corporation may be removed,
either with or without cause, by vote of a majority of the Board of Directors or
of the Executive Committee, or, in the case of any officer, agent or employee
not elected by the Board
9.
of Directors or the Executive Committee, by any committee or superior officer
upon whom such power of removal may be conferred by the Board of Directors or by
the Executive Committee.
SECTION 7. Chairman. The Chairman shall preside at all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as shall be delegated to him at any time or from time to time by the Board of
Directors.
SECTION 8. President. The President shall be the chief executive
officer of the corporation and shall have general direction of its business,
affairs and property and over its several officers. He shall see that all orders
and resolutions of the Board of Directors and of the Executive Committee are
carried into effect, and he shall have the power to execute in the name of the
corporation all authorized deeds, mortgages, ship mortgages, bonds, contracts or
other instruments, except in cases in which the signing and execution thereof
shall have been expressly delegated to some other officer or agent of the
corporation; and in general, he shall perform all duties incident to the office
of a president of a corporation, and such other duties as from time to time may
be assigned to him by the Board of Directors or by the Executive Committee. He
shall be ex officio a member of all committees. He shall from time to time
report to the Board of Directors or to the Executive Committee all matters
within his knowledge which the interest of the corporation may require to be
brought to their notice.
SECTION 9. Vice-Presidents. The Vice-president or Vice-Presidents of
the corporation, under the direction of the President, shall have such powers
and perform such duties as the Board of Directors or Executive Committee or
President may from time to time prescribe, and shall perform such other duties
as may be prescribed in these by-laws. In case of the absence or inability of
the President to act, then the Vice-Presidents, in the order designated therefor
by the Board of Directors or Executive Committee, shall have the powers and
discharge the duties of the President.
SECTION 10. Treasurer. The Treasurer, under the direction of the
President, shall have charge of the funds, securities, receipts and
disbursements of the corporation. He shall deposit all moneys and other valuable
effects in the name and to the credit of the corporation in such banks or trust
companies or with such other depositories as the Board of Directors or Executive
Committee may from time to time designate. He shall supervise and have charge of
keeping correct books of account of all the corporation's business (amended
8/20/80)
10.
and transactions. If required by the Board of Directors, he shall give a bond in
such sum as the Board of Directors or Executive Committee may designate,
conditioned upon the faithful performance of the duties of his office and the
restoration to the corporation, at the expiration of his term of office, or in
case of his death, resignation or removal from office, of all books, papers,
vouchers, money or other property of whatever kind in his possession belonging
to the corporation. He shall also have such other powers and perform such other
duties as pertain to his office, or as the Board of Directors or the Executive
Committee or the President may from time to time prescribe.
SECTION 11. Assistant Treasurers. In the absence of or disability of
the Treasurer, the Assistant Treasurers, in the order designated by the Board of
Directors or by the Executive Committee, shall perform the duties of the
Treasurer, and, when so acting, shall have all the powers of, and be subject to
all restrictions upon, the Treasurer. They shall also perform such other duties
as from time to time may be assigned to them by the Board of Directors or by the
Executive Committee or the President.
SECTION 12. Secretary. The Secretary shall attend all meetings of the
stockholders of the corporation and of its Board of Directors and shall keep the
minutes of all such meetings in a book or books kept by him for that purpose. He
shall keep in safe custody the seal of the corporation, and, when authorized by
the Board of Directors or the Executive Committee, he shall affix such seal to
any instrument requiring it. In the absence of a Transfer Agent or a Registrar,
the Secretary shall have charge of the stock certificate books, and the
Secretary shall have charge of such other books and papers as the Board of
Directors or Executive Committee may direct. He shall also have such other
powers and perform such other duties as pertain to his office, or as the Board
of Directors or the Executive Committee or the President may from time to time
prescribe.
SECTION 13. Assistant Secretaries. In the absence or disability of the
Secretary, the Assistant Secretaries, in the order designated by the Board of
Directors or Executive Committee, shall perform the duties of the Secretary,
and, when so acting, shall have all the powers of, and be subject to all the
restrictions upon, the Secretary. They shall also perform such other duties as
from time to time may be assigned to them by the Board of Directors or Executive
Committee or the President.
11.
ARTICLE V
CHECKS, DRAFTS, ETC.
All checks, drafts or 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, person or persons, to whom the
Board of Directors or Executive Committee shall have delegated the power, but
under such conditions and restrictions as in said resolutions may be imposed.
The signature of any officer upon any of the foregoing instruments may be a
facsimile whenever authorized by the Board of Directors or by the Executive
Committee.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 1. Issue of Certificates of Stock. The Board of Directors or
Executive Committee shall provide for the issue and transfer of the certificates
of capital stock of the corporation, and prescribe the form of such
certificates. Every owner of stock of the corporation shall be entitled to a
certificate of stock, which shall be under the seal of the corporation (which
seal may be a facsimile, engraved or printed), specifying the number of shares
owned by him, and which certificate shall be signed by the President or
Vice-President and by the Secretary or an Assistant Secretary or the Treasurer
or an Assistant Treasurer of the corporation. Said signatures may, wherever
permitted by law, be facsimile, engraved or printed. In case any officer or
officers who shall have signed, or whose facsimile signature or signatures shall
have been used on any such certificate or certificates shall cease to be such
officer or officers of the corporation, whether because of death, resignation or
otherwise, before such certificate or certificates shall have been delivered by
the corporation, such certificate or certificates may nevertheless be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been used
thereon had not ceased to be such officer or officers of the corporation.
SECTION 2. Transfer Agents and Registrars. The corporation may have one
or more Transfer Agents and one or more Registrars of its stock, whose
respective duties the Board of Directors may, from time to time, prescribe. If
the corporation shall have a Transfer Agent, no certificate of stock shall be
valid until countersigned by such Transfer Agent, and if the corporation shall
have a Registrar, until registered by the Registrar. The duties of the Transfer
Agent and Registrar may be combined.
12.
SECTION 3. Transfer of Shares. The shares of the corporation shall be
transferable only upon its books and by the holders thereof in person or by
their duly authorized attorneys or legal representatives, and upon such transfer
the old certificates shall be surrendered to the corporation by the delivery
thereof to the person in charge of the stock transfer books and ledgers or to
such other person as the Directors may designate for such purpose, and new
certificates shall thereupon be issued.
SECTION 4. Addresses of Stockholders. Every stockholder shall furnish
the Transfer Agent, or in the absence of a Transfer Agent, the Registrar, or in
the absence of a Transfer Agent and a Registrar, the Secretary, with an address
at or to which notices of meetings and all other notices may be served upon or
mailed to him, and in default thereof, notices may be addressed to him at the
office of the corporation.
SECTION 5. Closing of Transfer Books: Record Date. The Board of
Directors shall have power to close the stock transfer books of the corporation
for a period not exceeding forty (40) days and not less than ten (10) days prior
to the date of any meeting of stockholders; provided, however, that in lieu of
closing the stock transfer books as aforesaid the Board of Directors may fix a
date not exceeding forty (40) days and not less than ten (10) days prior to the
date of any such meeting as the time as of which stockholders entitled to notice
of and to vote at such meeting shall be determined, and all persons who were
holders of record of voting stock at such time and no others shall be entitled
to notice of and to vote at such meeting.
The Board of Directors shall also have power to close the stock
transfer books of the corporation for a period not exceeding forty (40) days
preceding the date fixed for the payment of any dividend or the making of any
distribution or for the delivery of any evidence of right or evidence of
interest; provided, however, that in lieu of closing the stock transfer books as
aforesaid the Board of Directors may fix a date not exceeding forty (40) days
preceding the date fixed, for the payment of any such dividend or the making of
any such distribution or for the delivery of any such evidence of right or
interest as a record time for the determination of the stockholders entitled to
receive any such dividend, distribution, right or interest, and in such case
only stockholders of record at the time so fixed shall be entitled to receive
such dividend, distribution, right or interest.
SECTION 6. Lost and Destroyed Certificates. The Board of Directors or
Executive Committee may direct a new certificate or certificates of stock to be
issued in the place of any certificate or certificates theretofore issued and
alleged to have been lost or destroyed; but the Board of Directors or Executive
Committee when authorizing such issue of a new certificate or certificates, may
in its discretion require the owner of the stock
13.
represented by the certificate so lost or destroyed or his legal representative
to furnish proof by affidavit or otherwise to the satisfaction of the Board of
Directors or Executive Committee of the ownership of the stock represented by
such certificate alleged to have been lost or destroyed and the facts which tend
to prove its loss or destruction. The Board of Directors or Executive Committee
may also require such person to execute and deliver to the corporation a bond,
with or without sureties, in such sum as the Board of Directors or Executive
Committee may direct, indemnifying the corporation against any claim that may be
made against it by reason of the issue of such new certificate. The Board of
Directors or Executive Committee, however, may, in its discretion, refuse to
issue any such new certificate, except pursuant to court order.
ARTICLE VII
SEAL
The corporate seal of the corporation shall be circular in form, shall
bear around the circumference the words "EASTERN ASSOCIATED COAL CORP." and in
the center the words "INCORPORATED, 1963, WEST VIRGINIA," or words of similar
import. Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE VIII
MISCELLANEOUS
SECTION 1. Examination of Books and Records. The Board of Directors or
Executive Committee may determine from time to time whether and to what extent
and at what times and places and under what conditions and regulations the
accounts and books of the corporation, or any of them, shall be open to the
inspection of the stockholders, and no stockholder shall have any right to
inspect any account or book or document of the corporation, except as provided
by the statutes of the State of West Virginia, or authorized by the Board of
Directors or Executive Committee.
SECTION 2. Voting of Stock in Other Corporations. Any shares of stock
in any other corporation, which may from time to time be held by the
corporation, may be represented and voted at any of the stockholders' meetings
thereof by the President or a Vice-President of the corporation or by proxy
appointed by the President or one of the Vice-Presidents of the corporation. The
Board of Directors or Executive Committee, however, may by resolution appoint
any other person or persons to vote such shares, in which case such other person
or persons shall be entitled to vote such shares upon the production of a
certified copy of such resolution.
14.
SECTION 3. Fiscal Year. The fiscal year of the corporation shall begin
on the first day of January in each year.
ARTICLE IX
INDEMNIFICATION
Any person made a party to any action, suit or proceeding by reason of
the fact that he, his testator or intestate, is or was a director, officer or
employee of the corporation or of any corporation which he served as such at the
request of the corporation, shall be indemnified by the corporation against the
reasonable expenses, including attorney's fees, actually and necessarily
incurred by him in connection with the defense of such action, suit, proceeding,
or in connection with any appeal therein, except in relation to matters as to
which it shall be adjudged in such action, suit or proceeding that such officer,
director or employee is liable for negligence or misconduct in the performance
of his duties; provided, however, that if any such amount is paid otherwise than
pursuant to court order or action by the stockholders, the corporation shall
within eighteen (18) months from the date of such payment mail to its
stockholders at the time entitled to vote for the election of directors a
statement specifying the person paid, the amount of the payment and the final
disposition of the litigation. Except as otherwise provided by law, and in
addition to any other right provided by law, every such person shall be
entitled, without demand by him upon the corporation, or any action by the
corporation, to enforce the right of indemnification or reimbursement
hereinabove provided in an action at law against the corporation. The right of
indemnification or reimbursement hereinabove provided or under any applicable
statutes shall not be deemed exclusive of any other right to which any such
person may now or hereafter be otherwise entitled.
ARTICLE X
AMENDMENTS
SECTION 1. By Stockholders. These by-laws may be made, amended, altered
or repealed, by the affirmative vote of the holders of a majority of the stock
of the corporation, or their proxies, who shall be present and entitled to vote
at any annual or special meeting of stockholders, provided that notice of the
proposed amendment, alteration or repeal shall have been included in the notice
of the meeting.
SECTION 2. By Directors. The Board of Directors shall have the power,
by a vote of a majority of the Directors then in office, at a meeting upon
waiver of notice or called pursuant to a notice in which any such proposed
modification of
15.
the by-laws is set forth, to make, amend, alter or repeal these by-laws except
that the Board of Directors shall have no power to alter, amend, or repeal a
by-law adopted by the stockholders subsequent to any original adoption of these
by-laws by the stockholders.
* * * * * * * * * * * * * * * * * * *
Thereupon, the Secretary reported that the Articles of Incorporation
had been filed in the office of the Secretary of this State, and that a
certificate had been issued by that officer, which bears date on the 27th day of
March, 1963, and which certificate the said Secretary is hereby directed to have
recorded in the office of the Clerk of the County Court of Lewis County, West
Virginia.
Thereupon, the meeting proceeded to the election of seven (7) directors
as prescribed by Article II of the by-laws. An election was held and each person
entitled to vote announced his vote to the Secretary in accordance with the
by-laws of the company, and after the same had been done, it was ascertained and
reported by the Secretary that the following named persons had been elected and
were thereupon duly declared to be the Directors of this company for the ensuing
year and until their successors shall be duly elected and shall qualify, namely:
A. P. Boxley
Eli Goldston
A. C. Johnson
J. N. Philips
W. B. Ross
DaCosta Smith Jr.
H. J. Spear
16.
Upon motion, the report was received and ordered spread upon the
minutes.
There being no further business to be transacted, upon motion the
meeting adjourned.
/s/ W.B. Ross
----------------------
Chairman
/s/ J.N. Philips
- ---------------
Secretary