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EXHIBIT 3.22
BYLAWS
of
VULCAN ASPHALT REFINING CORPORATION
Article I
OFFICES AND RECORDS.
1.1. The Corporation shall maintain a registered office in Delaware, and
may maintain such other offices and keep its books, documents and records at
such places within or without Delaware as may from time to time be designated by
the Board of Directors.
Article II.
MEETINGS OF STOCKHOLDERS.
2.1. Place of Meetings. All meetings of the stockholders shall be held
either at the office of the Corporation in Cordova, Alabama, or at such other
place within or without Delaware as the Board shall designate. The place at
which any meeting is to be held shall be specified in the notice of such
meeting.
2.2. Time of Annual Meeting. An annual meeting of the stockholders, for
the election of directors and for the transaction of any other proper business,
shall be held either (i) at 10:00 a.m. on the third Tuesday in April, unless
such day is a legal holiday, in which event the meeting shall be held at the
same time on the next business day, or (ii) at such other time and date, not
more than thirteen months after
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the last preceding annual meeting, as the Board shall designate.
2.3. Call of Special Meetings. Special meetings of the stockholders shall
be called by the Secretary at the request in writing of the President or a
majority of the directors then in office. Such request shall state the purpose
or purposes of the proposed meeting.
2.4. Quorum and Adjourned Meetings. Except as otherwise provided by the
laws of Delaware or by the Certificate of Incorporation, a quorum for the
transaction of business at meetings of the stockholders shall consist of the
holders of a majority of the stock entitled to vote thereat, present in person
or represented by proxy. Whether or not a quorum is present, a majority in
interest of the stockholders present in person or by proxy at any duly called
meeting and entitled to vote thereat may adjourn the meeting from time to time
to another time or place, at which time, if a quorum is present, any business
may be transacted which might have been transacted at the meeting as originally
scheduled. Notice need not be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken,
unless the adjournment is for more than thirty days or a new record date is
fixed for the adjourned meeting, in which event a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
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2.5. Vote of Stockholders and Proxies. Every stockholder having the right
to vote at a meeting of stockholders shall be entitled to exercise such vote in
person or by proxy appointed by an instrument in writing subscribed by such
stockholder or by his duly authorized attorney-in-fact. Each stockholder shall
have one vote for each share of stock having voting power held by him. Except as
otherwise provided by the laws of Delaware, by the Certificate of Incorporation
or by these Bylaws, all elections shall be determined and all questions decided
by a plurality of the votes cast in respect thereof, a quorum being present.
2.6. List of Stockholders. The Secretary shall prepare and make, at least
ten days before every meeting of the stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten days prior to the meeting, either
at a place within the city where the meeting is to be held, which place shall be
specified in the notice of meeting, or, if not so specified, at the place where
the meeting is to be held. The list shall also be produced and kept at the time
and place of the meeting during the whole time thereof, and may be inspected by
any stockholder who is present.
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2.7. Notice of Meetings. Notice of each meeting of the stockholders shall
be given by the Secretary, not less than ten nor more than sixty days before the
meeting, to each stockholder entitled to receive the same. Such notice shall set
forth the place, date and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes thereof. The business transacted at any
special meeting shall be confined to the purposes stated in such notice. No such
notice of any meeting need be given to any stockholder who files a written
waiver of notice thereof with the Secretary, either before or after the meeting.
Attendance of a person at a meeting of stockholders, in person or by proxy,
shall constitute a waiver of notice of such meeting, except when the stockholder
attends the meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened.
2.8. Action Without a Meeting. Any action required or permitted by these
Bylaws to be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the
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taking of the corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.
Article III.
BOARD OF DIRECTORS.
3.1. Number and Qualifications of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of its Board of
Directors, consisting of such number of directors as may be determined from time
to time by the Board. Except as otherwise provided in this section, each
director shall be elected at the annual meeting of stockholders. Newly created
directorships and all other vacancies may be filled at any time by a majority
vote of the directors then in office, although less than a quorum. Unless he
resigns, dies or is removed prior thereto, each director shall continue to hold
office until the annual meeting of stockholders next following his election and
until his successor has been elected and has qualified. Resignations of
directors must be in writing and shall be effective upon the date of receipt
thereof by the Secretary or upon an effective date specified therein, whichever
date is later, unless acceptance is made a condition of the resignation, in
which event it shall be effective upon acceptance by the Board. Any director may
be removed at any time, with or without cause, by the affirmative vote of the
holders of a majority
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of the stock of the Corporation issued and outstanding and entitled to vote.
3.2. Powers. The Board may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by the laws of Delaware, by the
Certificate of Incorporation or by these Bylaws directed or required to be
exercised or done by the stockholders.
3.3. First Meeting. The first meeting of the Board after the annual
meeting of stockholders may be held without notice, either immediately after
said meeting of stockholders and at the place where it was held, or at such
other time and place, whether within or without Delaware, as shall be determined
by the Board prior to the annual meeting or by the consent in writing of all the
directors.
3.4. Regular Meetings. Regular meetings of the Board may be held without
notice at such time and place, whether within or without Delaware, as shall from
time to time be determined by the Board.
3.5. Special Meetings. Special meetings of the Board shall be called by
the Secretary at the request in writing of the President or of any two
directors. Such request shall state the purpose or purposes of the proposed
meeting. Such meetings may be held at any place, whether within or without
Delaware. Notice of each such meeting shall be given by the Secretary to each
director at least two days before the meeting. Such notice shall set forth the
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time and place at which the meeting is to be held and the purpose or purposes
thereof. No such notice of any meeting need be given to any director who attends
the meeting or who files a written waiver of notice thereof with the Secretary,
either before or after the meeting.
3.6. Quorum of Directors. A quorum for the transaction of business at
meetings of the Board shall consist of a majority of the directors then in
office, but in no event less than one-third of the whole Board. In the absence
of a quorum at any duly scheduled or duly called meeting, a majority of the
directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present, at which time
any business may be transacted which might have been transacted at the meeting
as originally scheduled.
3.7. Action Without a Meeting. Any action required or permitted to be
taken at any meeting of the Board or any committee thereof may be taken without
a meeting if all members of the Board or committee consent thereto in writing
and the writing is filed with the minutes of the proceedings of the Board or
committee.
3.8. Meetings by Conference Telephone. Members of the Board, or of any
committee of the Board, may participate in any meeting of the Board or of such
committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can
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hear each other, and such participation shall constitute presence in person at
such meeting.
3.9. Executive and Other Committees. The Board of Directors, by resolution
passed by a majority of the whole Board, may designate from its members an
Executive Committee and such other standing or special committees, each to
consist of two or more directors, as may be provided in such resolution. The
Board may designate one or more directors as alternate members of each
committee, who may replace any absent or disqualified member at any meeting of
the committee. Each committee may meet at stated times, or on notice to all by
any of their own number. During the intervals between meetings of the Board the
Executive Committee shall advise with and aid the officers of the Corporation in
all matters concerning its interests and the management of its business, and
generally perform such duties as may be directed by the Board from time to time.
Subject to any limitations imposed by the Board, the Executive Committee shall
possess and may exercise all the powers of the Board while the Board is not in
session, except in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, amending the
Bylaws, filling newly created directorships and
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vacancies on the Board or the Committee, or (unless expressly authorized by
resolution of the Board) declaring a dividend or authorizing the issuance of
stock. Each other committee shall have all such powers and perform all such
duties as may be expressly determined by the Board. Vacancies in the membership
of each committee shall be filled by the Board. Unless he resigns, dies or is
removed prior thereto, each member of a committee shall continue to hold office
until the first meeting of the Board after the annual meeting of stockholders
next following his designation, and until his successor has been designated. Any
member of a committee may be removed at any time, with or without cause, by the
affirmative vote of a majority of the whole Board.
3.10. Committee Minutes. Each committee shall keep regular minutes of its
proceedings and report the same to the Board.
3.11. Compensation of Directors. The directors as such, and as members of
any standing or special committee, may receive such compensation for their
services as may be fixed from time to time by resolution of the Board. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
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Article IV.
OFFICERS.
4.1. Principal Officers, Election and Compensation. The officers of the
Corporation shall be chosen by the Board. The principal officers shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, and may in
the discretion of the Board include a Chairman of the Board, all of whom shall
be elected each year at the first meeting of the Board after the annual meeting
of the stockholders of the Corporation. Two or more offices may be held by the
same person. The Chairman of the Board, if one is elected, and the President
shall be chosen by the directors from their own number. The salaries of the
principal officers of the Corporation shall be fixed by the Board.
4.2. Other Officers. The Board may appoint such other officers, assistant
officers and agents as it shall deem necessary, who shall hold their offices for
such terms and shall exercise such powers and perform such duties as shall be
determined by the Board. The salaries of persons appointed under this section
may be fixed by the President, who shall report to the Board annually thereon.
4.3. Term and Removal. Unless he resigns, dies or is removed prior
thereto, each officer of the Corporation shall hold office until his successor
has been chosen and has qualified. Any person elected or appointed by the Board
may be removed at any time, with or without cause, and all vacan-
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cies (however arising) may be filled at any time, by the affirmative vote of a
majority of the directors then in office. Any other employee of the Corporation
may be removed at any time, with or without cause, by the President or by any
superior of such employee to whom the power of removal has been delegated by the
President.
4.4. Chairman of the Board. The Chairman of the Board, if one is elected,
shall preside at all meetings of the stockholders and directors. He shall be a
member of the Executive Committee and of all other committees appointed by the
Board, and he shall have such other powers and perform such other duties as may
be prescribed from time to time by the Board.
4.5. President. The President shall be the chief executive officer and
shall have general supervision and direction of the business of the Corporation,
shall see that all orders and resolutions of the Board are carried into effect,
and shall be a member of the Executive Committee and of all other committees
appointed by the Board. He shall have all the general powers and duties usually
vested in the chief executive officer of a corporation, and in addition shall
have such other powers and perform such other duties as may be prescribed from
time to time by the Board. He shall be vested with all the powers and perform
all the duties of the Chairman of the Board in the absence or disability of the
Chairman of the Board.
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4.6. Vice Presidents. Each Vice President shall have such powers and
perform such duties as may be prescribed from time to time by the Board or the
President. In the absence or disability of the Chairman of the Board and the
President, each Vice President shall be vested with all the powers and
authorized to perform all the duties of said officers, and the performance of
any act or the execution of any instrument by a Vice President in any instance
in which such performance or execution would customarily have been accomplished
by the Chairman of the Board or by the President shall constitute conclusive
evidence of the absence or disability of the Chairman of the Board and the
President.
4.7. Secretary. The Secretary shall attend all sessions of the Board and
all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book to be kept for that purpose. He shall perform like duties
for the standing committees when required. He shall give, or cause to be given,
notice of all meetings of the stockholders and of the Board, when notice is
required by these Bylaws. He shall have custody of the seal of the Corporation,
and, when authorized by the Board, or when any instrument requiring the
corporate seal to be affixed shall first have been signed by the Chairman of the
Board, the President or a Vice President, shall affix the seal to such
instrument and shall attest the same by his signature. He shall have
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such other powers and perform such other duties as may be prescribed from time
to time by the Board or the President.
4.8. Assistant Secretary. Each Assistant Secretary, if one or more are
appointed; shall be vested with all the powers and authorized to perform all the
duties of the Secretary in his absence or disability. The performance of any act
or the execution of any instrument by an Assistant Secretary in any instance in
which such performance or execution would customarily have been accomplished by
the Secretary shall constitute conclusive evidence of the absence or disability
of the Secretary. Each Assistant Secretary shall perform such other duties as
may be prescribed from time to time by the Board, the President or the
Secretary.
4.9. Treasurer. The Treasurer shall be the chief financial officer of the
Corporation. He shall have custody of the corporate funds and securities, 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 depositaries as may be
designated by the Board. He shall disburse the funds of the Corporation, taking
proper vouchers for such disbursements, and shall render to the President and
the Board, at the regular meetings of the Board, or whenever they may require
it, an account of all his transactions as Treasurer and of the financial
condition of the Corporation. He shall have such other powers and
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perform such other duties as may be prescribed from time to time by the Board or
the President.
4.10. Assistant Treasurer. Each Assistant Treasurer, if one or more are
appointed, shall be vested with all the powers and authorized to perform all
the duties of the Treasurer in his absence or disability. The performance of any
act or the execution of any instrument by an Assistant Treasurer in any instance
in which such performance or execution would customarily have been accomplished
by the Treasurer shall constitute conclusive evidence of the absence or
disability of the Treasurer. Each Assistant Treasurer shall perform such other
duties as may be prescribed from time to time by the Board, the President or the
Treasurer.
4.11. Fidelity Bonds. If required by the Board, any officer shall give the
Corporation a bond in a sum and with one or more sureties 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.
4.12. Duties of Officers May be Delegated. In case of the absence of any
officer of the Corporation, or for any other reason that the Board may deem
sufficient, the Board may delegate, for the time being, the powers or duties,
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or any of them, of such officer to any other officer, or to any director,
provided a majority of the directors then in office concur therein.
Article V
INDEMNIFICATION OF DIRECTORS AND OFFICERS.
5.1. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation (or of a constituent corporation, including any constituent of a
constituent, absorbed in a consolidation or merger by the Corporation), or is or
was serving at the request of the Corporation (or of such a constituent
corporation) as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding to the full extent permitted by the General Corporation Law of
Delaware, upon such determination having been made as to his good faith and
conduct as is required by said General Corporation Law. Expenses incurred in
defending a civil or criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding
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to the extent, if any, authorized by the Board in accordance with the provisions
of said General Corporation Law, upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized in these Bylaws.
Article VI.
CAPITAL STOCK.
6.1. Certificates of Stock. 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 (i) the Chairman of the Board or President or a Vice President and
(ii) the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary. Any or all of the signatures on the certificate may be a facsimile.
If any officer, transfer agent or registrar who has signed or whose facsimile
signature has been placed upon a stock certificate shall cease to be such
officer, transfer agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
6.2. Transfers of Stock. Transfers of stock shall be made on the books of
the Corporation only by the person named in the certificate or by his attorney,
lawfully con-
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stituted in writing, and upon surrender of the certificate therefor.
6.3. Registered Stockholders. 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, save as expressly provided by
the laws of Delaware.
6.4. Lost Certificates. Any person claiming a certificate of stock to be
lost, stolen or destroyed shall furnish proof of that fact satisfactory to an
officer of the Corporation, and shall give the Corporation a bond of indemnity
in form and amount and with one or more sureties satisfactory to such officer,
whereupon a new certificate may be issued of the same tenor and for the same
number of shares as the one alleged to be lost, stolen or destroyed. The Board
may at any time authorize the issuance of a new certificate to replace a
certificate alleged to be lost, stolen or destroyed upon such other lawful terms
and conditions as the Board shall prescribe.
6.5. Dividends. Dividends upon the capital stock of the Corporation may be
declared by the Board at any regular or special meeting as provided by the laws
of Delaware and the Certificate of Incorporation. Before payment of any dividend
or making any distribution of profits, there may be
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set aside out of the surplus or net profits of the Corporation such sum or sums
as the directors from time to time, in their absolute discretion, think proper
as a reserve fund to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the Corporation, or for such other
purposes as the directors shall deem conducive to the interests of the
Corporation.
6.6. Fixing Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting,
nor more than sixty days prior to any other action.
Article VII.
CONDUCT OF BUSINESS.
7.1. Powers of Execution. (a) All checks and other demands for money and
notes and other instruments for the payment of money shall be signed on behalf
of the Corporation by such officer or officers or by such other person or
persons as the Board may from time to time designate.
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(b) All contracts, deeds and other instruments to which the seal of the
Corporation is affixed shall be signed on behalf of the Corporation by the
Chairman of the Board, by the President, by any Vice President, or by such other
person or persons as the Board may from time to time designate, and shall be
attested by the Secretary or an Assistant Secretary.
(c) All other contracts, deeds and instruments shall be signed on behalf
of the Corporation by the Chairman of the Board, by the President, by any Vice
President, or by such other person or persons as the Board or the President may
from time to time designate.
(d) All shares of stock owned by the Corporation in other corporations
shall be voted on behalf of the Corporation by the President or by such other
person or persons as the Board may from time to time designate.
7.2. Seal. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words, "Corporate Seal,
Delaware."
7.3. Fiscal Year. The fiscal year of the Corporation shall be the
twelve-month period which ends on August 31.
Article VIII.
NOTICES.
8.1. Whenever, under the provisions of these Bylaws, notice is required to
be given to any director or stockholder, such notice may be given in writing (i)
by mail,
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by depositing the same in the United States mail, postage prepaid, or (ii) by
telegram, by delivering the same with payment of the applicable tariff to a
telegraph company for transmission, in either case addressed to such director or
stockholder at such address as appears on the records of the Corporation, and
such notice shall be deemed to be given at the time when the same shall be so
mailed or so delivered to a telegraph company.
Article IX
AMENDMENTS
9.1. These Bylaws may be amended (i) at any meeting of the stockholders by
the affirmative vote of the holders of a majority of the stock issued and
outstanding and entitled to vote thereat or (ii) at any meeting of the Board by
the affirmative vote of a majority of the directors then in office; provided,
however, that in either case notice of the proposed amendment shall have been
contained in the notice of the meeting.