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EXHIBIT 3.14
BY-LAWS
OF As amended
February 10, 1975
BELL OIL CORP.
ARTICLE I
MEETINGS
Section 1. Place of Meeting. Any or all meetings of the shareholders, and of the
board of directors, of this corporation may be held within or without the State
of Michigan provided that no meeting shall be held at a place other than the
registered office in Michigan, except pursuant to by-law or resolution adopted
by the board of directors.
Section 2. Annual Meeting of Shareholders. The annual meeting of the
shareholders shall be held on the second Monday in February.
Section 3. Notice of Annual Meeting of Shareholders. At least ten (10) days
prior to the date fixed by Section 2 of this article for the holding of the
annual meeting of shareholders, written notice of the time, place and purpose of
such meeting shall be mailed, as hereinafter provided, to each shareholder
entitled to vote at such meeting.
Section 4. Delayed Annual Meeting. If, for any reason, the annual meeting of the
shareholders shall not be held on the day hereinbefore designated, such meeting
may be called and held as a special meeting, and the same proceedings may be had
thereat as at an annual meeting, provided however, that the notice of such
meeting shall be the same herein required for the annual meeting, namely, not
less than a ten (10) day notice.
Section 5. Order of Business at Annual Meeting. The order of business at the
annual meeting of the shareholders shall be as follows:
(a) Roll call
(b) Reading notice and proof of mailing
(c) Report of president
(d) Report of secretary
(e) Report of treasurer
(f) Election of directors
(g) Transaction of other business mentioned
in the notice
(h) Adjournment
provided, that in the absence of any objection, the presiding officer may vary
the order of business at discretion.
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BY-LAWS (Cont'd)
Section 6. Special Meetings of Shareholders. A special meeting of the
shareholders may be called at any time by the president, or by a majority of the
board of directors, or by shareholders entitled to vote upon not less than an
aggregate of fifty (50%) percent of the outstanding shares of the corporation
having the right to vote at such special meeting. The method by which such
meeting may be called is as follows: upon receipt of a specification in writing
setting forth the date and objects of such proposed special meeting, signed by
the president, or by a majority of the board of directors, or by shareholders as
above provided, the secretary of this corporation shall prepare, sign and mail
the notices requisite to such meeting.
Section 7. Notice of Special Meeting of Shareholders. At least three (3) days
prior to the date fixed for the holding of any special meeting of shareholders,
written notice of the time, place and purposes of such meeting shall be mailed,
as hereinafter provided, to each shareholder entitled to vote at such meeting.
No business not mentioned in the notice shall be transacted at such meeting.
Section 8. Organization Meeting of Board. At the place of holding the annual
meeting of shareholders, and immediately following the same, the board of
directors as constituted upon final adjournment of such annual meeting shall
convene for the purpose of electing officers and transacting any other business
property brought before it provided, that the organization meeting in any year
may be held at a different time and place than that herein provided by consent
of a majority of the directors of such new board.
Section 9. Meetings of the Board. Meetings of the board of directors may be
called at any time by the president or secretary, or by a majority of the board
of directors. Directors shall be notified in writing of the time, place and
purpose of all meetings of the board, except the regular annual meeting held
immediately after the annual meeting of the shareholders, at least three (3)
days prior thereto. Any director shall, however, be deemed to have waived such
notice by his attendance at any meeting, or by waiver as hereinafter provided.
Section 10. Notices and Mailing. All notices required to be given by any
provision of these by-laws shall state the authority pursuant to which they are
issued (as, "by order of shareholders", or "by order of the president", or "by
order of the board of directors", as the case may be) and shall bear the written
or printed signature of the secretary. Every notice shall be deemed duly served
when the same has been deposited in the United States
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BY-LAWS (Cont'd)
mail, with postage fully prepaid, plainly addressed to the sendee at his, her or
its last address appearing upon the original or duplicate stock ledger of this
corporation at its registered office in Michigan.
Section 11. Waiver of Notice. Notice of the time, place and purpose of any
meeting of the shareholders or of the board of directors may be waived by
telegram, radiogram, cablegram or other writing, either before or after such
meeting has been held.
ARTICLE II
QUORUM
Section 1. Quorum of Shareholders. A majority of the outstanding shares of this
corporation entitled to vote, present by the record holders thereof in person or
by proxy shall constitute a quorum at any meeting of the shareholders.
Section 2. Quorum of Directors. A majority of the directors shall constitute a
quorum at any meeting of the shareholders.
ARTICLE III
VOTING, ELECTIONS AND PROXIES
Section 1. Who Entitled to Vote. Except as the articles or an amendment, or
amendments, thereto otherwise provide, each shareholder of this corporation
shall, at every meeting of the shareholders, be entitled to one vote in person
or by proxy for each share of capital stock of this corporation held by such
shareholder, subject, however, to the full effect of the limitations imposed by
the fixed record date for determination of shareholders set forth in Section 2
of this article.
Section 2. Record Date for Determination of Shareholders. Twenty (20) days
preceding (a) the date of any meeting of shareholders (b) the date for the
payment of any dividends (c) the date for the allotment of rights (d) the date
when any change or conversion or exchange of capital stock shall go into effect
is hereby fixed as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, or entitled to receive
payment of any such dividend or to any such allotment of rights, or to exercise
such rights, as the case may be notwithstanding any transfer of any stock on the
books of the corporation or otherwise after any such record date fixed as
aforesaid. Nothing in this section shall affect the rights of a shareholder and
his transferee or transferor as between themselves.
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BY-LAWS (Cont'd)
Section 3. Proxies. No proxy shall be deemed operative unless and until signed
by the shareholders and filed with the corporation. In the absence of limitation
to the contrary contained in the proxy, the same shall extend to all meetings of
the shareholders and shall remain in force three years from its date, and no
longer.
Section 4. Vote by Shareholder Corporation. Any other corporation owning voting
shares in this corporation may vote upon the same by the president of such
shareholder corporation, or by proxy appointed by him, unless some other person
shall be appointed to vote upon such shares by resolution of the board of
directors of such shareholder corporation.
Section 5. Cumulative Voting. In all elections for directors, every shareholder
entitled to vote shall have the right to vote, in person or by proxy the number
of shares owned by him for as many persons as there are directors to be elected,
or to cumulate said shares, and give one candidate as many votes as will equal
the number of directors multiplied by the number of shares of his stock or to
distribute them on the same principle among as many candidates as he shall see
fit.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Number and Term of Directors. The business, property and affairs of
this corporation shall be managed by a board of directors composed of four
members, who need not be shareholders. The directors shall be elected at the
annual meeting of the corporation each year and shall hold office for a term of
one year and until his successor is elected and qualified.
Section 2. Vacancies. Vacancies in the board of directors shall be filled by
appointment made by the remaining directors. Each person so elected to fill
vacancy shall remain a director until his successor has been elected by the
shareholders, who may make such election at their next annual meeting or at any
special meeting, duly called for that purpose, held prior thereto.
Section 3. Action by Unanimous Written Consent. If and when the directors shall
severally or collectively consent in writing to any action to be taken by the
corporation, such action shall be as valid corporate action as though it had
been authorized at a meeting of the board of directors.
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BY-LAWS (Cont'd)
Section 4. Power to Make By-Laws. The board of directors shall have power to
make and alter any by-law or by-laws, including the fixing and altering of the
number of the directors, provided, that the board shall not make or alter any
by-law or by-laws fixing the qualifications, classifications or term of office
of any member or members of the then existing board.
Section 5. Power to Elect Officers. The board of directors shall select a
president, a secretary and a treasurer and may select one or more
vice-presidents, assistant secretaries and assistant treasurer. No officer
except a president need be a member of the board but a vice-president who is not
a director shall not succeed to nor fill the office of president. Any two of the
above offices, except those of president and vice-president, may be held by the
same person but no officer shall execute, acknowledge or verify any instrument
in more than one capacity.
Section 6. Power to Appoint Other Officers and Agents. The board of directors
shall have power to appoint such other officers and agents as the board may deem
necessary for transaction of the business of the corporation.
Section 7. Removal of Officers and Agents. Any officer or agent may be removed
by the board of directors whenever in the judgment of the board the business
interests of the corporation will be served thereby.
Section 8. Power to Fill Vacancies. The board shall have power to fill any
vacancy in any office occurring from any reason whatsoever.
Section 9. Delegation of Powers. For any reason deemed sufficient by the board
of directors, whether occasioned by absence or otherwise, the board may delegate
all or any of the powers and duties of any officer to any other officer or
director, but no officer or director shall execute, acknowledge or verify any
instrument in more than one capacity.
Section 10. Power to Appoint Executive Committee. The board of directors shall
have power to appoint by resolution an executive committee composed of two or
more directors who, to the extent provided in such resolution, shall have and
exercise the authority of the board of directors in the management of the
business of the corporation between meetings of the board.
Section 11. Power to Require Bonds. The board of directors may require. any
officer or agent to file with the corporation a satisfactory bond conditioned
for faithful performance of his duties.
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BY-LAWS (Cont'd)
Section 12. Compensation. The compensation of directors, officers and agents may
be fixed by the board.
ARTICLE V
OFFICERS
Section 1. President. The president shall be selected by, and from the
membership of, the board of directors. He shall be the chief executive officer
of the corporation. He shall have general and active management of the business
of the corporation and shall see that all orders and resolutions of the board
are carried into effect. He shall be ex-officio a member of all standing
committees and shall have the general powers and duties of supervision and
management usually vested in the office of president of a corporation.
Section 2. Vice-Presidents. At least one vice-president may be chosen from the
membership of the board. Such vice-presidents as are board members, in the order
of their seniority, shall perform the duties and exercise the powers of the
president during the absence or disability of the president.
Section 3. Secretary. The secretary shall attend all meetings of the
stockholders and of the board of directors, and of the executive committee, and
shall preserve in books of the company true minutes of the proceedings of all
such meetings. He shall safely keep in his custody the seal of the corporation
and shall have authority to affix the same to all instruments where its use is
required. He shall give all notices required by statute, by-law or resolution.
He shall perform such other duties as may be delegated to him by the board of
directors or by the executive committee.
Section 4. Treasurer. The treasurer shall have custody of all corporate funds
and securities and shall keep in books belonging to the corporation full and
accurate accounts of all receipts and disbursements; he shall deposit all
moneys, securities and other valuable effects in the name of the corporation in
such depositaries as may be designated for that purpose by the board of
directors. He shall disburse the funds of the corporation as may be ordered by
the board, taking proper vouchers for such disbursements, and shall render to
the president and directors at the regular meetings of the board, and whenever
requested by them, an account of all his transactions as treasurer and of the
financial condition of the corporation. If required by the board he shall
deliver to the president of the company, and shall keep in force, a bond in form
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BY-LAWS (Cont'd)
amount and with a surety or sureties satisfactory to the board, conditioned for
faithful performance of the duties of his office, and for restoration to the
corporation in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and property whatever kind in his
possession or under his control belonging to the corporation.
Section 5. Assistant Secretary and Assistant Treasurer. The assistant secretary,
in the absence or disability of the secretary, shall perform the duties and
exercise the powers of the secretary. The assistant treasurer, in the absence or
disability of the treasurer, shall perform the duties and exercise the powers of
the treasurer.
ARTICLE VI
STOCKS AND TRANSFERS
Section 1. Certificates for Shares. Every shareholder shall be entitled to a
certificate of his shares signed by the president or a vice-president and the
secretary or the treasurer, or by the assistant secretary or the assistant
treasurer, under the seal of the corporation, certifying the number and class of
shares represented by such certificates, which certificates shall state the
terms and provisions of all classes of shares and if such shares are not
full-paid, the amount paid.
Section 2. Transferably Only on Books of Corporation. Shares shall be
transferable only on the books of the corporation by the persons named in the
certificate, or by attorney lawfully constituted in writing, and upon surrender
of the certificates therefor.
Section 3. Registered Shareholders. The corporation shall have the right to
treat the registered holder of any share as the absolute owner thereof, and
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 the corporation shall
have express or other notice thereof, save as may be otherwise provided by the
statutes of Michigan.
Section 4. Regulations. The board of directors shall have power and authority to
make all such rules and regulations as the board shall deem expedient regulating
the issue, transfer and registration of certificates for shares in this
corporation.
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BY-LAWS (Cont'd)
ARTICLE VII
DIVIDENDS AND RESERVES
Section 1. Sources of Dividends. The board of directors shall have power and
authority to declare dividends from the following sources:
(a) From earned surplus;
(b) From any surplus, as to dividends upon
preferred shares only;
(c) From appreciation of the value of the
assets of the corporation, provided that
such dividend shall be payable in stock
only.
In determining earned surplus the judgment of the board shall be conclusive in
the absence of bad faith or gross negligence.
Section 2. Manner of Payment of Dividend. Dividends may be paid in cash, in
property, in obligations of the corporation or in shares of the capital stock of
the corporation.
Section 3. Reserves. The board of directors shall have power and authority to
set apart, out of any funds available for dividends, such reserve or reserves,
for any proper purpose, as the board in its discretion shall approve; and the
board shall have power and authority to abolish any reserve created by the
board.
ARTICLE VIII
EXECUTION OF INSTRUMENT
Section 1. Checks, etc. All checks, drafts and orders for payment of money shall
be signed in the name of the corporation and shall be countersigned by such
officers or agents as the board of directors shall from time to time designate
for that purpose.
Section 2. Contracts, Conveyances, etc. When the execution of any contract,
conveyance or other instrument has been authorized without specification of the
executing officers, the president, or any vice-president, and the secretary,
treasurer or assistant secretary, may execute the same in the name and behalf of
this corporation and may affix the corporate seal thereto. The board of
directors shall have power to designate the officers and agents who shall have
authority to execute any instrument in behalf of this corporation.
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BY-LAWS (Cont'd)
ARTICLE IX
AMENDMENT OF BY-LAWS
Section 1. Amendments, How Effected. These by-laws may be amended, altered,
changed, added to or repealed by the affirmative vote of a majority of the
shares entitled to vote at any regular or special meeting of the shareholders if
notice of the proposed amendment, alteration, change, addition or repeal be
contained in the notice of the meeting, or by the affirmative vote of a majority
of the board of directors if the amendment, alteration, change, addition or
repeal be proposed at a regular or special meeting of the board and adopted at a
subsequent regular meeting; provided, that any by-laws made by the affirmative
vote of a majority of the board of directors as provided herein may be amended,
altered, changed, added to or repealed by the affirmative vote of a majority of
the shares entitled to vote at any regular or special meeting of the
shareholders; also provided, however, that no change of the date for the annual
meeting of shareholders shall be made within thirty days next before the day on
which such meeting is to be held, unless consented to in writing, or by a
resolution adopted at a meeting, by all shareholders entitled to vote at the
annual meeting.
ARTICLE X
ELECTION WHERE CORPORATION IS SOLE SHAREHOLDER
Section 1. Corporation as Sole Shareholder. Articles IV and V notwithstanding,
whenever all of the shares of the corporation are held by a corporation, such
corporation, as sole shareholder, shall elect Directors and Officers for the
corporation at each annual meeting.