EXHIBIT 3.181
YANKEETOWN DOCK CORPORATION
(Indiana)
B Y - L A W S
OFFICES
1. The principal office of the Corporation shall be located at
Indianapolis in the State of Indiana.
2. The Corporation may also have offices at such other places, either
within or without the State of Indiana, as the Board of Directors may from time
to time appoint or the business of the Corporation may require.
SEAL
3. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal". Said
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.
SHAREHOLDERS' MEETINGS
4. Annual Meetings. The annual meeting of shareholders for the
election of directors shall be held at the principal office of the Corporation,
or at such other place, within or without the State of Indiana, as may be
designated in the notice of meeting. Such annual meeting shall be held on the
third Monday of September in each year unless that day be a legal holiday, in
which case it shall be held on the next succeeding business day. If the election
of directors is not held on the designated date, the Board of Directors shall
cause the election to be held as soon thereafter as conveniently may be, at a
special meeting of shareholders called for that purpose.
Written notice of such annual meeting shall be given to each
shareholder entitled to vote thereat, by mailing such notice to him, at least
ten days prior to the meeting, addressed to such shareholder as his address
shall appear on the stock books of the Corporation.
5. Special Meetings. Special meetings of shareholders may be held,
for any purpose, at any time or place designated in the notice of meeting,
whenever called by the president or vice-president, by the board of directors,
by the secretary or by shareholders owning not less than one-quarter of the
total number of shares of stock entitled to vote at such meeting.
Written notice of such special meeting shall be given to each
shareholder entitled to vote thereat, by mailing such notice to him, at least
five days prior to the meeting, addressed to such shareholder as his address
shall appear on the stock books of the Corporation.
6. The right to vote at any meeting of shareholders, in person or by
proxy, and the quorum required thereat, shall be in accordance with, and all
meetings in general shall be regulated by, the provisions and requirements of
the Indiana General Corporation Act.
DIRECTORS
7. The number of directors which shall constitute the whole board
shall be seven.
8. The directors may hold their meetings and keep the books of the
Corporation at any office of the Corporation, or at such other places as they
may from time to time determine.
9. Regular meetings of the Board of Directors shall be held
quarter-annually, in the months of January, April, July and October, upon the
day and at the place designated in the notice of meeting, for the transaction of
all business which may properly come before the meeting.
Written notice of the time and place of holding such Regular
Meeting shall be given to each director in the manner provided by Section 40 of
these by-laws.
10. Special meetings of the Board of Directors may be held, for any
purpose, which need not be designated in the notice of meeting, at any time or
place designated in the notice of meeting, whenever called by the President or a
Vice President, or by the Board of Directors or by the Secretary.
Written notice of such Special Meeting shall be given to each
director in the manner provided for by Section 40 of these by-laws.
11. If the office of any director becomes vacant by reason of death,
resignation, increase in number of directors, disqualification, removal from
office or otherwise, a majority of
the remaining directors, though less than a quorum, shall choose a successor or
successors, who shall hold office for the unexpired term with respect to which
such vacancy occurred, or until the next election of directors, subject,
however, to any provision which may be contained in any agreement between
shareholders on the subject of filling any such vacancy.
12. The property and business of the Corporation shall be managed by
its Board of Directors, who may exercise all such powers of the Corporation and
do all such lawful acts and things as are not directed or required to be
exercised or done by the shareholders, under any provision of the Indiana
General Corporation Act or of the certificate of incorporation or the by-laws.
13. Directors shall not receive any salary, fee or other compensation
for their services nor for attending meetings of the Board but shall be
reimbursed for travelling expenses incurred in attending meetings of the Board.
MEETINGS OF THE BOARD
14. The first meeting of each annually elected Board of Directors
shall be held at such time and place, either within or without the State of
Indiana, as shall be fixed by a notice of meeting given by the Secretary to each
director in writing five days prior to the date of such meeting; or such meeting
may be held at such time and place as shall be fixed by consent in writing of
all of the directors.
15. Regular meetings of the Board may be held at such time and place,
either within or without the State of Indiana as shall be determined by the
board. The secretary shall give to each director five days' notice in writing or
three days' notice by telegraph of the time and place of such meeting.
16. The secretary shall call a special meeting of the board whenever
requested by the president or two directors, and shall give to each director
five days' notice in writing or three days' notice by telegraph of the time and
place of such meeting.
17. At all meetings of the board a majority of the directors shall be
necessary and sufficient to constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the board of directors, except as may be
otherwise specifically provided by statute or by the Certificate of
Incorporation or by these by-laws.
OFFICERS
18. The officers of the Corporation shall be elected by the directors
and shall be a president, one or more vice-presidents, a secretary and a
treasurer. The board of directors may also appoint such other officers and
agents as may be deemed necessary. The president shall be chosen from among the
directors. Other officers need not be directors. So far as permitted by law any
two or more offices except the office of president may be filled by the same
person. All officers shall hold office until their successors are chosen and
qualify.
19. Any officer elected or appointed by the board of directors may be
removed with or without cause at any time by the affirmative vote of a majority
of the whole board of directors.
20. If any office becomes vacant for any reason, the vacancy may be
filled by the board of directors.
21. Subject to these by-laws, each officer shall have in addition to
the duties and power specifically set forth herein such powers and duties as are
commonly incident to his office and such duties and powers as the board of
directors shall from time to time designate. All officers shall perform their
duties subject to the directions and under the supervision of the board of
directors. The president may secure the fidelity of any and all officers by bond
or otherwise.
THE PRESIDENT
22. The president shall be the chief executive officer of the
Corporation. He shall preside at all meetings of the directors and shareholders.
He shall see that all orders and resolutions of the board are carried out;
subject, however, to the right of the directors to delegate specific powers,
except such as may be by statute exclusively conferred on the president, to any
other officer or officers of the Corporation.
23. The president or any vice-president shall execute bonds, mortgages
and other instruments requiring a seal, in the name of the Corporation, and when
authorized by the board he or any vice-president may affix the seal to any
instrument requiring the same, and the seal when so affixed shall be attested by
the signature of either the secretary, the treasurer, or an assistant treasurer
or an assistant secretary. He or any vice-president shall sign certificates of
stocks.
24. The president shall be ex-officio a member of all standing
committees.
VICE-PRESIDENTS
25. In the absence or disability of the president, the vice-presidents
in the order of their seniority shall perform the duties and exercise the powers
of the president. They shall perform, such other duties as the board of
directors or the president shall prescribe.
THE SECRETARY
26. The secretary shall attend all meetings of the board and all
meetings of the shareholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He shall give or cause to be
given notice, of all meetings of the shareholders and all meetings of the board
of directors, and shall perform such other duties as may be prescribed by the
board of directors. He shall keep in safe custody the seal of the Corporation,
and when authorized by the board shall affix the same to any instrument
requiring it, and when so affixed the seal shall be attested by his signature or
by the signature of an assistant secretary.
27. In the absence or disability of the secretary, the assistant
secretaries in order of their seniority shall perform the duties and exercise
the powers of the secretary. They shall perform, such other duties as the board
of directors or the president shall prescribe.
THE TREASURER AND ASSISTANT TREASURER
28. The treasurer shall perform his duties and exercise his powers
under direction and supervision of the president.
29. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the Corporation in
such depositories as may be designated by the board of directors.
30. The treasurer shall disburse the funds of the Corporation as may
be ordered by the board of directors, taking proper vouchers for such
disbursements. He shall keep and maintain the Corporation's books of account and
shall render to the president and directors an account of all of his
transactions as treasurer and of the financial condition of the Corporation and
exhibit his books, records and accounts to the president or directors at any
time. He shall perform such other duties as may be directed by the board of
directors or by the president.
31. If required by the board of directors, the treasurer shall give
the Corporation a bond (which shall be renewed every six years) in such sum and
with such surety or sureties as shall be satisfactory to the board for the
faithful performance of the duties of his office and for the restoration to the
Corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the Corporation.
32. In the absence or disability of the treasurer, the assistant
treasurers in the order of their seniority shall perform the duties and exercise
the powers of the treasurer. They shall perform such other duties as the board
of directors or the president shall prescribe.
CERTIFICATES OF STOCK
33. The certificates of stock of the Corporation shall be numbered and
shall be entered in the books of the Corporation as they are issued. They shall
exhibit the holder's name and number of shares and shall be signed by the
president or a vice-president and the secretary or an assistant secretary, or
the treasurer or an assistant treasurer.
TRANSFER OF STOCK
34. Upon surrender to the Corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
REGISTERED STOCKHOLDERS
35. The Corporation shall be entitled to treat the holder of record of
any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of Indiana.
LOST CERTIFICATE
36. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed.
CHECKS
37. All checks or demands for money and notes of the Corporation shall
be signed by such officer or officers or such other person or persons as the
board of directors may from time to time designate.
FISCAL YEAR
38. The fiscal year of the Corporation shall be the twelve month
period ending on June 30th in each year, provided, that the first fiscal year
shall be the period comencing on the date of incorporation and ending on June
30th, 1953.
DIVIDENDS
39. Subject to the provisions, if any, of the Certificate of
Incorporation, dividends upon the capital stock of the Corporation may be
declared by the board of directors at any regular or special meeting, pursuant
to law.
NOTICES
40. Whenever under the provisions of these by-laws notice is required
to be given to any director or shareholder, it shall not be construed to mean
personal notice, but such notice may be given in writing, by mail, by depositing
the same in the post office or letter box, in a postpaid sealed wrapper,
addressed to such director or shareholder at such address as appears on the
books of the Corporation, or, in default of other address, to such director or
shareholder at the General Post Office in the City of Indianapolis, Indiana, and
such notice shall be deemed to be given at the time when the same shall be thus
mailed.
41. Any notice required to be given under these by-laws may be waived
in writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
42. Each director and officer shall be indemnified by the Corporation
against expenses reasonably incurred by him (including, but not limited to,
counsel fees and settlements out of court in amounts approved by the board of
directors, but not including any case where in the opinion of counsel for the
Corporation the directors and officers affected are liable) in connection with
any action, suit or proceeding to which he may be a party by reason of his being
or having been a director or officer of the Corporation (whether or not he
continues to be a director or officer at the time of incurring such expenses),
except in relation to matters as to which he shall be adjudged in such action,
suit or proceeding to be liable or to have been derelict in the performance of
his duty as such director or officer. The foregoing right of indemnification
shall not be exclusive of other rights to which any director or officer may be
entitled as a matter of law.
EXECUTIVE COMMITTEE
43. No executive committee shall be appointed.
AMENDMENTS
44. These by-laws have been adopted by the shareholders. The board of
directors shall have no power to alter, amend or repeal these by-laws or any
provision thereof. As provided in the articles of incorporation, these by-laws
may be altered, amended or repealed only by the affirmative vote of the holders
of at least 80% of all of the shares of the capital stock of the corporation
then outstanding and entitled to vote.