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EXHIBIT 3.10
KWIK-FILL, INC.
By-Laws
ARTICLE I
Shareholders
Section 1.01. Annual Meetings. Annual meetings of the shareholders shall
be held on such day in May as shall be adopted by the Board of Directors at the
principal business office of the Corporation, or at such other place as may be
fixed by the Board of Directors. Written notice of the annual meeting shall be
given at least five days prior to the meeting to each shareholder entitled to
vote thereat. Any business may be transacted at the annual meeting irrespective
of whether or not the notice calling such meeting shall contain a reference
thereto, except as otherwise expressly required herein or by law.
Section 1.02. Special Meetings. Special Meetings of the shareholders may
be called at any time, for the purpose or purposes set forth in the call, by the
President, the Board of Directors, or the holders of at least one-fifth of all
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shares outstanding and entitled to vote thereat, by delivering a written request
to the Secretary. Special meetings shall be held at the registered office of the
Corporation, or at such other place as may be fixed by the Board of Directors.
Written notice of special meetings shall be given at least five days prior to
the meeting to each shareholder entitled to vote thereat. No business may be
transacted at any special meeting other than that stated in the notice of
meeting, and business which is germane thereto.
Section 1.03. Organization. The Chairman of the Board, if one has been
elected and is present, or if not, the President, or in his absence the Vice
President having the greatest seniority, shall preside, and the Secretary, or in
his absence any Assistant Secretary, shall take the minutes at all meetings of
the shareholders.
ARTICLE II
DIRECTORS
Section 2.01. Number, Election and Term of Office. The number of Directors
which shall constitute the full Board of Directors shall be such number, not
less than three, as shall be fixed by the Board of Directors; provided, however,
that if all the shares of the Corporation shall be owned beneficially
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and of record by either one or two shareholders, the number of Directors may be
less than three but not less than the number of shareholders. A full Board of
Directors shall be elected at each annual meeting of shareholders. Each Director
shall hold office from the time of his election, but shall be responsible as a
director from such time only if he consents to his election; otherwise from the
time he accepts office or attends his first meeting of the Board. Each Director
shall serve until the next annual meeting of shareholders, and thereafter until
his successor is duly elected and qualifies, or until his earlier death,
resignation or removal.
Section 2.02. Regular Meetings; Notice. Regular meetings of the Board of
Directors shall be held at such time and place as shall be designated by the
Board of Directors from time to time. Notice of such regular meetings of the
Board shall not be required to be given, except as otherwise expressly required
herein or by law, and except that whenever the time or place of regular meetings
shall be initially fixed or changed, notice of such action shall be given
promptly by telephone or otherwise to each Director not participating in such
action. Any business may be transacted at any regular meeting.
Section 2.03. Annual Meeting of the Board. The regular meeting of the
Board of Directors in May of each
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year shall be held immediately after the annual meeting of the shareholders and
shall be the annual organization meeting of the Directors-elect, at which
meeting the new Board shall organize itself and elect the executive officers of
the Corporation for the ensuing year, and may transact any other business.
Section 2.04. Special Meetings; Notice. Special meetings of the Board may
be called at any time by the Board itself by vote at a meeting, or by the
Chairman, the President or any Director, to be held at such place and day and
hour as shall be specified by the person calling the meeting. Notice of every
special meeting of the Board of Directors, stating the place, day and hour
thereof, shall be given to each Director by being mailed or by being sent by
telegraph or given personally by telephone at least 24 hours before the time at
which the meeting is to be held. Any business may be transacted at any special
meeting.
Section 2.05. Organization. At all meetings of the Board of Directors, the
presence of at least a majority of the Directors at the time in office shall be
necessary and sufficient to constitute a quorum for the transaction of business.
If a quorum is not present at any meeting, the meeting may be adjourned from
time to time by a majority of the Directors present, until a quorum as aforesaid
shall be present; but notice of the time and place to which such meeting is
adjourned
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shall be given to any Directors not present either by being sent by telegraph or
given personally or by telephone at least 8 hours prior to the hour of
reconvening. Resolutions of the Board shall be adopted, and any action of the
Board at a meeting upon any matter shall be valid and effective, with the
affirmative vote of at least a majority of the Directors present at a meeting
duly convened. The Chairman of the Board, if one has been elected and is
present, or if not, the President, shall preside at each meeting of the Board.
In the absence of the President, the Directors present shall designate one of
their number to preside at the meeting. The Secretary, or in his absence any
Assistant Secretary, shall take the minutes at all meetings of the Board of
Directors. In the absence of the Secretary and an Assistant Secretary, the
presiding officer shall designate any person to take the minutes of the meeting.
Section 2.06. Meetings by Telephone. One or more of the Directors may
participate in any regular or special meeting of the Board of Directors or of a
committee of the Board of Directors by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting are able to hear each other.
Section 2.07. Presumption of Assent. Minutes of each meeting of the Board
shall be made available to each Director at or before the next succeeding
meeting. Each Director shall
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be presumed to have assented to such minutes and agreed to the action taken
thereat unless his objection thereto shall be made to the Secretary within two
days after such meeting.
Section 2.08. Catastrophe. Notwithstanding any other provisions of law,
the Articles or these By-Laws, during any emergency period caused by a national
catastrophe or local disaster, a majority of the surviving members (or the sole
survivor) of the Board of Directors who have not been rendered incapable of
acting because of incapacity or the difficulty of communication or
transportation to the place of meeting shall constitute a quorum for the sole
purpose of electing directors to fill such emergency vacancies; and a majority
of the directors present at such a meeting may act to fill such vacancies.
Directors so elected shall serve until such absent directors are able to attend
meetings or until the shareholders act to elect directors for such purpose.
During such an emergency period, if the Board is unable to or fails to meet, any
action appropriate to the circumstances may be taken by such officers of the
Corporation as may be present and able. Questions as to the existence of a
national catastrophe or local disaster and the number of surviving members
capable of acting shall be conclusively determined at the time by the Board of
Directors or the officers so acting.
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Section 2.09. Resignations. Any Director may resign by submitting to the
Chairman of the Board, if one has been elected, or to the President or the
Secretary, his resignation, which shall become effective upon its receipt by
such officer or as otherwise specified therein.
Section 2.10. Committees. Standing or temporary committees may be
appointed from its own number by the Board of Directors from time to time and
the Board may from time to time invest committees with such power and authority,
subject to such conditions, as it may see fit. An Executive Committee may be
appointed by a majority of the full Board; it shall have all the powers and
exercise all the authority of the Board in the management of the business and
affairs of the Corporation except as specially limited by the Board. The Board
may designate one or more Directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting; and in the event
of such absence or disqualification, the member or members thereof present at
any meeting and not disqualified from voting, whether or not he or they
constitute a quorum, may unanimously appoint another director to act at the
meeting in the place of any such absent or disqualified member. Any action taken
by any committee shall be subject to alteration or revocation by the Board of
Directors; provided, however, that third parties shall not be prejudiced by such
alteration or revocation.
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ARTICLE III
OFFICERS AND EMPLOYEES
Section 3.01. Executive Officers. The Executive Officers of the
Corporation shall be the President, a Secretary and a Treasurer, and may include
a Chairman of the Board and one or more Vice Presidents as the Board may from
time to time determine, all of whom shall be elected by the Board of Directors.
Any two or more offices may be held by the same person. Each Executive Officer
shall hold office until the next succeeding annual meeting of the Board of
Directors and thereafter until his successor is duly elected and qualifies, or
until his earlier death, resignation or removal.
Section 3.02. Additional Officers; Other Agents and Employees. The Board
of Directors may from time to time appoint or hire such additional officers,
assistant officers, agents, employees and independent contractors as the Board
deems advisable; and the Board or the President shall prescribe their duties,
conditions of employment and compensation. Subject to the power of the Board,
the President may employ from time to time such other agents, employees, and
independent contractors as he may deem advisable for the prompt and orderly
transaction of the business of the Corporation, and he may prescribe their
duties and the conditions of their employment, fix their compensation
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and dismiss them, without prejudice to their contract rights, if any.
Section 3.03. The Chairman. If there shall be a Chairman of the Board, he
shall be elected from among the Directors, shall preside at all meetings of the
shareholders and of the Board, and shall have such other powers and duties as
from time to time may be prescribed by the Board.
Section 3.04. The President. The President shall be the chief executive
officer of the Corporation. Subject to the control of the Board of Directors,
the President shall have general policy supervision of and general management
and executive powers over all the property, business, operations and affairs of
the Corporation, and shall see that the policies and programs adopted or
approved by the Board are carried out. The President shall exercise such further
powers and duties as from time to time may be prescribed in these By-Laws or by
the Board of Directors.
Section 3.05. The Vice Presidents. The Vice Presidents may be given by
resolution of the Board general executive powers, subject to the control of the
President, concerning one or more or all segments of the operations of the
Corporation. The Vice Presidents shall exercise such further powers and
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duties as from time to time may be prescribed in these By-Laws or by the Board
of Directors or by the President. At the request of the President or in his
absence or disability, the senior Vice President shall exercise all the powers
and duties of the President.
Section 3.06. The Secretary and Assistant Secretaries. It shall be the
duty of the Secretary (a) to keep or cause to be kept at the registered office
of the Corporation an original or duplicate record of the proceedings of the
shareholders and the Board of Directors, and a copy of the Articles and of the
By-Laws; (b) to attend to the giving of notices of the Corporation as may be
required by law or these By-Laws; (c) to be custodian of the corporate records
and of the seal of the Corporation and see that the seal is affixed to such
documents as may be necessary or advisable; (d) to have charge of and keep at
the registered office of the Corporation, or cause to be kept at the office of a
transfer agent or registrar within the Commonwealth of Pennsylvania, the stock
books of the Corporation, and an original or duplicate share register, giving
the names of the shareholders in alphabetical order, and showing their
respective addresses, the number and classes of shares held by each, the number
and date of certificates issued for the shares, and the date of cancellation of
every certificate surrendered for cancellation; and (e) to exercise all powers
and duties incident to the office of Secretary, and such other
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powers and duties as may be prescribed by the Board of Directors or by the
President from time to time. The Secretary by virtue of his office shall be an
Assistant Treasurer. The Assistant Secretaries shall assist the Secretary in the
performance of his duties and shall also exercise such further powers and duties
as from time to time may be assigned to them by the Board of Directors, the
President or the Secretary. At the direction of the Secretary or in his absence
or disability, an Assistant Secretary shall perform the duties of the Secretary.
Section 3.07. The Treasurer and Assistant Treasurers. The Treasurer shall
(a) have custody of the Corporation's contracts, insurance policies, leases,
deeds and other business records; (b) see that the lists, books, reports,
statements, tax returns, certificates and other documents and records required
by law are properly prepared, kept and filed; (c) be the principal officer in
charge of tax and financial matters, budgeting and accounting of the
Corporation; (d) have charge and custody of and be responsible for the corporate
funds, securities and investments; (e) receive and give receipts for checks,
notes, obligations, funds and securities of the Corporation, and deposit monies
and other valuable effects in the name and to the credit of the Corporation, in
such depositories as shall be designated by the Board of Directors; (f) subject
to the provisions of Section 5.01 of he By-Laws, cause to be disbursed the funds
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of the Corporation by payment in cash or by checks or drafts upon the authorized
depositories of the Corporation, and cause to be taken and preserved proper
vouchers for such disbursements; (g) render to the President and the Board of
Directors whenever they may require it an account of all his transactions as
Treasurer, and reports as to the financial position and operations of the
Corporation; (h) cause to be kept appropriate, complete and accurate books or
records of account of all its business and transactions; and (i) exercise all
powers and duties incident to the office of Treasurer, and such other duties as
may be prescribed by the Board of Directors or by the President from time to
time. The Treasurer by virtue of his office shall be an Assistant Secretary. The
Assistant Treasurers shall assist the Treasurer in the performance of his duties
and shall also exercise such further powers and duties as from time to time may
be assigned to them by the Board of Directors, the President or the Treasurer.
At the direction of the Treasurer or in his absence or disability, an Assistant
Treasurer shall perform the duties of the Treasurer.
Section 3.08. Vacancies. Vacancy in any office or position by reason of
death, resignation, removal, disqualification, disability or other cause, shall
be filled in the manner provided in this Article III for regular election or
appointment to such office.
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Section 3.09. Delegation of Duties. The Board of Directors may in its
discretion delegate for the time being the powers and duties, or any of them, of
any officer to any other person whom it may select.
ARTICLE IV
SHARES OF CAPITAL STOCK
Section 4.01. Share Certificates. Every holder of fully-paid stock of the
Corporation shall be entitled to a certificate or certificates, to be in such
form as the Board of Directors may from time to time prescribe, and signed (in
facsimile or otherwise, as permitted by law) by the President or a Vice
President and the Secretary or the Treasurer or an Assistant Secretary or an
Assistant Treasurer, which shall represent and certify the number of shares of
stock owned by such holder. The Board may authorize the issuance of certificates
for fractional shares or, in lieu hereof, scrip or other evidence of ownership,
which may (or may not) as determined by the Board entitle the holder thereof to
voting, dividends or other rights of shareholders.
Section 4.02. Transfer of Shares. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon surrender to
the Corporation of
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the certificate or certificates for such shares properly endorsed, by the
shareholder or by his assignee, agent or legal representative, who shall furnish
proper evidence of assignment, authority or legal succession, or by the agent of
one of the foregoing thereunto duly authorized by an instrument duly executed
and filed with the Corporation, in accordance with regular commercial practice.
Section 4.03. Lost, Stolen, Destroyed or Mutilated Certificates. New
certificates for shares of stock may be issued to replace certificates lost,
stolen, destroyed or mutilated upon such conditions as the Board of Directors
may from time to time determine.
Section 4.04. Regulations Relating to Shares. The Board of Directors shall
have power and authority to make all such rules and regulations not inconsistent
with these By-Laws as it may deem expedient concerning the issue, transfer and
registration of certificates representing shares of the Corporation.
Section 4.05. Holders of Record. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock of the Corporation as
the holder and owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such
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shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as otherwise expressly provided by the laws of
Pennsylvania.
ARTICLE V
MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS
Section 5.01. Notes, Checks, etc. All notes, bonds, drafts, acceptances,
checks, endorsements (other than for deposit), guarantees, and all evidences of
indebtedness of the Corporation whatsoever, shall be signed by such officers or
agents of the Corporation, subject to such requirements as to countersignature
or other conditions, as the Board of Directors from time to time may determine.
Facsimile signatures on checks may be used if authorized by the Board of
Directors.
Section 5.02. Execution of Instruments Generally. Except as provided in
Section 5.01, all deeds, mortgages, contracts and other instruments requiring
execution by the Corporation may be signed by the President, any Vice President
or the Treasurer; and authority to sign any such contracts or instruments, which
may be general or confined to specific instances, may be conferred by the Board
of Directors upon any other person or persons. Any person having authority to
sign on behalf of the Corporation may delegate, from time to time, by instrument
in writing,
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all or any part of such authority to any person or persons if authorized so to
do by the Board of Directors.
Section 5.03. Voting Securities Owned by Corporation. Securities having
voting power in any other corporation owned by this Corporation shall be voted
by the President, unless the Board confers authority to vote with respect
thereto, which may be general or confined to specific investments, upon some
other person. Any person authorized to vote securities shall have the power to
appoint proxies, with general power of substitution.
ARTICLE VI
GENERAL PROVISIONS
Section 6.01. Offices. The principal business office of the Corporation
shall be at Warren, Pennsylvania. The Corporation may also have offices at such
other places within or without the Commonwealth of Pennsylvania as the business
of the Corporation may require.
Section 6.02. Corporate Seal. The Board of Directors shall prescribe the
form of a suitable corporate seal, which shall contain the full name of the
Corporation and the year and state of incorporation.
Section 6.03. Fiscal Year. The fiscal year of the
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Corporation shall end on such day as shall be fixed by the Board of Directors.
Section 6.04. Financial Reports to Shareholders. The Board shall have
discretion to determine whether financial reports shall be sent to shareholders,
what such reports shall contain, and whether they shall be audited or
accompanied by the report of an independent or certified public accountant.
ARTICLE VII
VALIDATION OF CERTAIN CONTRACTS
Section 7.01. No contract or other transaction between the Corporation and
another person shall be invalidated or otherwise adversely affected by the fact
that any one or more shareholders, directors or officers of the Corporation ---
(i) is pecuniarily or otherwise interested in,
or is a shareholder, director, officer, or member of,
such other person, or
(ii) is a party to, or is in any other way
pecuniarily or otherwise interested in, the contract or
other transaction, or
(iii) is in any way connected with any person
pecuniarily or otherwise interested in such contract or
other transaction,
provided the fact of such interest shall be disclosed or known to the Board of
Directors or the shareholders, as the case may be; and in any action of the
shareholders or of the Board of Directors of the Corporation authorizing or
approving any
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such contract or other transaction, any and every shareholder or director may be
counted in determining the existence of a quorum, and in determining the
effectiveness of action taken, with like force and effect as though he were not
so interested, or were not such a shareholder, director, member or officer, or
were not such a party, or were not so connected. Such director, shareholder or
officer shall not be liable to account to the Corporation for any profit
realized by him from or through any such contract or transaction approved or
authorized as aforesaid. As used herein, the term "person" includes a
corporation, partnership, firm, association or other legal entity.
ARTICLE VIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 8.01. Directors and officers of the Corporation shall be
indemnified as of right to the fullest extent now or hereafter permitted by law
in connection with any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding (whether brought by or in the name of
the Corporation or otherwise) arising out of their service to the Corporation or
to another organization at the Corporation's request. Persons who are not
directors or officers of the Corporation may be similarly indemnified in respect
of such service to the extent authorized at any time by the Board of Directors.
The Corporation may maintain insurance to protect
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itself and any such director, officer or other person against any liability,
cost or expense incurred in connection with any such action, suit or proceeding.
ARTICLE IX
AMENDMENTS
Section 9.01. Amendments. These By-Laws may be amended, altered and
repealed, and new By-Laws may be adopted, by the shareholders or the Board of
Directors of the Corporation at any regular or special meeting. No provision of
these By-Laws shall vest any property or contract right in any shareholder.
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