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EXHIBIT 3.2
BYLAWS
OF
UNITED REFINING COMPANY
(hereinafter called the "Corporation")
(Adopted February 29, 1988)
ARTICLE I
OFFICES
Section 1. The registered office of the Corporation shall be located in
the City of Philadelphia, County of Philadelphia, Commonwealth of Pennsylvania.
Section 2. The Corporation may also have offices at such other places both
within and without the Commonwealth of Pennsylvania as the Board of Directors
may from time to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 1. All meetings of the shareholders of the Corporation shall be
held at such time and place within or without the Commonwealth of Pennsylvania
as may be from time to time fixed or determined by the Board of Directors. One
or more shareholders may participate in a meeting of the
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shareholders by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting may hear
each other.
Section 2. An annual meeting of the shareholders, commencing with the year
1988, shall be held on the 31st day of October if it is not a legal holiday,
and, if it is a legal holiday, then on the next following day which is not a
legal holiday at 10:00 A.M., when they shall elect, by a plurality vote, a Board
of Directors and transact such other business as may properly be brought before
the meeting.
Section 3. Unless otherwise prescribed by statute or by the articles of
incorporation, special meetings of the shareholders, for any purpose or
purposes, may be called at any time by the President, a majority of the Board of
Directors, or, upon written request delivered to the Secretary of the
Corporation, the holders of not less than one-fifth of all the shares issued and
outstanding and entitled to vote at the particular meeting. Such written request
for a special meeting shall state the purpose or purposes of the proposed
meeting. Upon receipt of any such request, it shall be the duty of the Secretary
to call a special meeting of the shareholders to be held at such time, not more
than 60 days thereafter, as the Secretary may fix. If the Secretary neglects to
issue such call, the person or persons making the request may issue the call.
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Section 4. Written notice of every meeting of the shareholders specifying
the place, date and hour and the general nature of the business of the meeting
shall be served upon or mailed, postage prepaid, to each shareholder entitled to
vote thereat at least five days prior to the meeting, unless a greater period of
notice is required by law.
Section 5. The officer having charge of the transfer books for shares of
the Corporation shall prepare and make, at least five days before each meeting
of shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, with the address and the number of
shares held by each, which list shall be kept on file at the registered office
of the Corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting.
Section 6. Business transacted at all special meetings of shareholders
shall be limited to the purposes stated in the notice.
Section 7. The holders of a majority of the issued and outstanding shares
entitled to vote, present in person or represented by proxy, shall constitute a
quorum at
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all meetings of the shareholders for the transaction of business, except as
otherwise provided by law, the articles of incorporation of the Corporation or
these bylaws. If, however, any meeting of shareholders cannot be organized
because a quorum has not attended, the shareholders entitled to vote thereat,
present in person or represented by proxy, shall have the power, except as
otherwise provided by law, to adjourn the meeting to such time and place as they
may determine; but, in the case of any meeting called for the election of
directors, such meeting may be adjourned only from day to day or for such longer
periods not exceeding 15 days, in each case as the holders of a majority of the
shares, present in person or represented by proxy, shall direct, and those who
attend the second of such adjourned meetings, although less than a quorum, shall
nevertheless constitute a quorum for the purpose of electing directors. At any
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 8. When a quorum is present or represented at any meeting, the
vote of the holders of a majority of the shares having voting powers, present in
person or represented by proxy, shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of law, the
articles of incorporation of the
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Corporation or these bylaws, a different vote is required, in which case such
express provision shall govern and control the decision of such question.
Section 9. Each shareholder shall, at every meeting of the shareholders,
be entitled to one vote in person or by proxy for each share having voting power
held by such shareholder, but no proxy shall be voted on after three years from
its date, unless coupled with an interest; and, except where the transfer books
of the Corporation have been closed or a date has been fixed as a record date
for the determination of those shareholders entitled to vote, transferees of
shares which are transferred on the books of the Corporation within 10 days next
preceding the date of such meeting shall not be entitled to vote at such
meeting.
Section 10. In advance of any meeting of shareholders, the Board of
Directors may appoint judges of election, who need not be shareholders, to act
at such meeting or any adjournment thereof. If judges of election are not so
appointed, the chairman of any such meeting may, and, on the request of any
shareholder or his proxy, shall, make such appointment at the meeting. The
number of judges shall be one or three. If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of shares present
and entitled to vote shall determine whether one or
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three judges are to be appointed. No person who is a candidate for office shall
act as a judge. The judges of election shall do all such acts as may be proper
to conduct the election or vote with fairness to all shareholders, and shall
make a written report of any matter determined by them and execute a certificate
of any fact found by them if requested by the chairman of the meeting or any
shareholder or his proxy. If there are three judges of election, the decision,
act or certificate of a majority shall be effected in all respects as the
decision, act or certificate of all.
Section 11. Any action which may be taken at a meeting of the shareholders
may be taken without a meeting if a consent in writing setting forth the action
so taken shall be signed by all of the shareholders who would be entitled to
vote at a meeting for such purpose and shall be filed with the Secretary of the
Corporation.
Section 12. In each election for directors, every shareholder entitled to
vote shall have the right to multiply the number of votes to which he may be
entitled by the total number of directors to be elected in the same election,
and he may cast the whole number of such votes for one candidate or he may
distribute them among any two or more candidates. The candidates receiving the
highest number of votes, up to the number of directors to be elected, shall be
elected.
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ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole board
shall be one or such other number as may hereafter be determined from time to
time by the Board of Directors or as may otherwise be required by law. The
directors shall be elected at the annual meeting of the shareholders, except as
provided in Section 2 of this Article III, and, unless he dies, resigns or is
removed prior thereto, each director shall hold office until his successor is
elected and qualified. Directors need not be shareholders.
Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors shall be filled by a majority of
the directors then in office, although less than a quorum, and each person so
elected shall be a director until his successor is elected by the shareholders
at the earlier of the next annual meeting of the shareholders or a special
meeting duly called for that purpose.
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Section 3. The business of the Corporation shall be managed by its Board
of Directors, which may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law, the articles of incorporation of
the Corporation or these bylaws directed or required to be exercised and done by
the shareholders.
Section 4. The Board of Directors of the Corporation may hold meetings,
both regular and special, either within or without the Commonwealth of
Pennsylvania. One or more directors may participate in a meeting of the board or
of a committee of the board by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
Section 5. The first meeting of each newly elected Board of Directors
shall be held at such time and place as shall be fixed by the shareholders at
the meeting at which such directors were elected, and no notice of such meeting
shall be necessary to the newly elected directors in order legally to constitute
the meeting, provided a majority of the whole board shall be present. In the
event of the failure of the shareholders to fix the time or place of such first
meeting of the newly elected Board of Directors, or in the event such meeting is
not held at the time and place so fixed by the shareholders, the meeting may be
held at such time and place as shall be specified in a notice given as
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hereinafter provided for such meetings of the Board of Directors or as shall be
specified in a written waiver signed by all of the directors.
Section 6. Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by resolution of at least a majority of the board at a duly convened meeting or
by unanimous written consent.
Section 7. Special meetings of the Board of Directors not otherwise
provided for in these bylaws may be held upon notice which is provided at least
three days prior to the meeting. The Secretary or other person or persons
calling the meeting shall provide such notice either in writing mailed or sent
by telegraphic means to each director's last known address, or through oral
communication to each director in person or by telephone or similar
communications equipment.
Section 8. At all meetings of the board, a majority of the directors in
office shall be necessary to constitute a quorum for the transaction of
business, and the acts of a majority of the directors present at a meeting at
which a quorum is present shall be the acts of the Board of Directors, except as
may be otherwise specifically provided by law or the articles of incorporation
of the Corporation. If a quorum shall not be present at any meeting of
directors,
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the directors present thereat may adjourn the meeting from time to time without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. If all the directors shall severally or collectively consent in
writing to any action to be taken by the Corporation, such action shall be as
valid a corporate act as though it had been authorized at a meeting of the Board
of Directors.
Section 10. The Board of Directors may, by resolution adopted by a
majority of the whole board, designate one or more committees, each committee to
consist of two or more of the directors of the Corporation. 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 of the committee. Any
such committee, to the extent provided in such resolution or in these bylaws,
shall have and exercise the authority of the Board of Directors in the
management of the business and affairs of the Corporation. In the absence or
disqualification of any member of such committee or committees, 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
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place of any such absent or disqualified member. The committees shall keep
regular minutes of the proceedings and report the same to the board when
required.
Section 11. Directors as such shall not receive any stated salary for
their services, but, by resolution of the board, a fixed sum and any expenses of
attendance may be allowed for attendance at each regular or special meeting of
the board or at meetings of the executive committee; provided that nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
NOTICES
Section 1. Notices to directors and shareholders shall be in writing and
delivered personally or mailed to the directors or shareholders at their
addresses appearing on the books of the Corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 2. Whenever any notice is required by law, the articles of
incorporation of the Corporation or these bylaws, a waiver thereof in writing
signed by the person or persons entitled to said notice, whether before or
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after the time stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board, a President, one or more Vice
Presidents, a Secretary and a Treasurer. The President and Secretary shall be
natural persons of full age; the Treasurer may be a corporation, but, if a
natural person, shall be of full age. The Board of Directors may also choose one
or more Assistant Secretaries and Assistant Treasurers. Any number of the
aforesaid offices may be held by the same person.
Section 2. The Board of Directors, immediately after each annual meeting
of shareholders, shall elect a Chairman of the Board, who may, but need not, be
a director, and the board shall also annually choose a President, a
Vice-President, a Secretary and a Treasurer, who need not be members of the
board.
Section 3. The Board of Directors may appoint such other 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
from time to time by the board.
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Section 4. The salaries of all officers and agents of the Corporation
shall be fixed by the Board Of Directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority of
the Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby. Any vacancy occurring in any office of the
Corporation shall be filled by the Board of Directors.
Section 6. The Chairman of the Board shall be the chief executive officer
of the Corporation. He shall preside over all meetings of the shareholders and
directors, have general and active management of the business of the
Corporation, and see that all orders and resolutions of the Board of Directors
are carried into effect. He shall perform all other duties that usually pertain
to his office or are delegated to him by the Board of Directors.
Section 7. The Chairman of the Board shall have authority to make, execute
and deliver any and all contracts of any and every nature whatsoever, including
sales, purchases, promissory notes, checks, deeds and other conveyances of real
and personal property of whatever kind or nature, leases of real or personal
property, bills of sale, mortgages
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of real or personal property, and any other encumbrances of whatsoever nature or
kind and renewals or extensions thereof, assignments of any and every nature,
satisfactions, releases and discharges of claims, liens, and the like, and to
affix, or cause to be affixed, the corporate seal to any thereof requiring the
same.
Section 8. The Chairman of the Board may sign, with the Secretary, or, as
the case may be, any other officer of the Corporation so authorized by the Board
of Directors, any instruments that the Board of Directors has authorized for
execution, except when the signing and execution thereof have been expressly
delegated by the Board of Directors or these bylaws to some other officer or
agent of the Corporation or are required by law to be otherwise signed and
executed. The Chairman of the Board shall also make reports to the Board of
Directors and the shareholders and generally perform all duties incident to the
office of Chairman of the Board and such other duties as may be required by the
Board of Directors.
Section 9. The President shall be the chief operating officer of the
Corporation. He shall, in the absence or disability of the Chairman of the
Board, perform the duties and exercise the powers of the Chairman of the Board
and shall perform such other duties as the Board of Directors shall prescribe.
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Section 10. The Vice President, or, if there is more than one, the Vice
Presidents in the order determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President, and shall perform such other duties and have such other
powers as the Board of Directors, the Chairman of the Board or the President may
from time to time prescribe.
Section 11. The Secretary shall attend all meetings of the Board of
Directors and of the shareholders and record all the proceedings of these
meetings in a book to be kept for that purpose, and shall perform like duties
for the executive committee when required. He shall give, or cause to be given,
notice of all meetings of the shareholders and special meetings of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision he shall be. He shall
keep in safe custody the seal of the Corporation, and, when authorized by the
Board of Directors, shall affix the same to any instrument requiring it, and,
when so affixed, it shall be attested by his signature or the signature of an
Assistant Secretary.
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Section 12. The Assistant Secretary, or, if there is more than one, the
Assistant Secretaries in the order determined by the Board of Directors, shall,
in the absence or disability of the Secretary, perform the duties and exercise
the powers of the Secretary, and shall perform such duties and have such other
powers as the Board of Directors, the Chairman of the Board, the President or
the Secretary may from time to time prescribe.
Section 13. The Treasurer shall have the custody of the corporate funds
and securities, keep full and accurate accounts of receipts and disbursements in
books belonging to the Corporation, and 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.
Section 14. The Treasurer shall disburse the funds of the Corporation as
may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
their regular meetings or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
Corporation.
Section 15. If required by the Board of Directors, the Treasurer shall
give the Corporation a bond in such sum and with such surety or sureties as
shall be satisfactory
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to the Board of Directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in the 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.
Section 16. The Assistant Treasurer, or, if there is more than one, the
Assistant Treasurers in the order determined by the Board of Directors, shall,
in the absence or disability of the Treasurer, perform the duties and exercise
the powers of the Treasurer, and shall perform such other duties and have such
other powers as the Board of Directors, the Chairman of the Board, the President
or the Treasurer may from time to time prescribe.
ARTICLE VI
CERTIFICATES OF SHARES
Section 1. The certificates of shares of the Corporation shall be numbered
and registered in a share register as they are issued. They shall exhibit the
name of the registered holder, the number and class of such shares, the series,
if any, represented thereby and the par value of each such share or a statement
that such shares are without par value, as the case may be. If more than one
class of shares
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is authorized, the certificate shall state that the Corporation will furnish to
any shareholder, upon request and without charge, a full or summary statement of
the designations, preferences, limitations and relative rights of the shares of
each class authorized to be issued, the variations thereof between the shares of
each series, and the authority of the Board of Directors to fix and determine
the relative rights and preferences of subsequent series.
Section 2. Every share certificate shall be signed by the President or
Vice President and the Secretary an Assistant Secretary, the Treasurer or an
Assistant Treasurer, and shall be sealed with the corporate seal which may be a
facsimile, engraved or printed. Where a certificate is signed by a transfer
agent, an assistant transfer agent or a registrar, the signature of any such
President, Vice President, Treasurer, Assistant Treasurer, Secretary or
Assistant Secretary may be a facsimile.
Section 3. In case any officer or officers who have signed, or whose
facsimile signature or signatures have been used on, any such certificate or
certificates shall cease for any reason to be such officer or officers of the
Corporation before such certificate or certificates have been delivered by the
Corporation, such certificate or certificates may nevertheless be adopted by the
Corporation and be issued and delivered as though the person or persons who
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signed such certificate or certificates or whose facsimile signature or
signatures have been used thereon has not ceased to be such officer or officers
of the Corporation.
Section 4. The Board of Directors shall direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation which is alleged to have been lost,
destroyed or wrongfully taken, upon the making of an affidavit of that fact by
the person claiming such share certificate to be lost, destroyed or wrongfully
taken. When authorizing such issue of a new certificate or certificates, the
Board of Directors may, in its discretion and as a condition precedent to the
issuance thereof, require the owner of such lost, destroyed or wrongfully taken
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and to give the Corporation a bond in such
sum as it may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have been
lost, destroyed or wrongfully taken.
Section 5. Upon surrender to the Corporation or the transfer agent of 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
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person entitled thereto, cancel the old certificate and record the transaction
upon its books.
Section 6. The Board of Directors may fix a time, not more than 50 days
prior to the date of any meeting of shareholders, the date fixed for the payment
of any dividend or distribution, the date for the allotment of rights, or the
date when any change, conversion or exchange of shares will be made or go into
effect, as a record date for the determination of the shareholders entitled to
notice of and to vote at any such meeting, receive payment of any such dividend
or distribution, receive any such allotment of rights, or exercise the rights in
respect to any such change, conversion or exchange of shares. In such case, only
such shareholders as shall be shareholders of record on the date so fixed shall
be entitled to notice of and to vote at such meeting, receive payment of such
dividend, receive such allotment of rights, or exercise such rights, as the case
may be, notwithstanding any transfer of any shares on the books of the
Corporation after any record date so fixed. The Board of Directors may close the
books of the Corporation against transfers of shares during the whole or any
part of such period, and, in such case written or printed notice thereof shall
be mailed at least 10 days before the closing thereof to each shareholder of
record at the address appearing on the
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records of the Corporation or supplied by him to the Corporation for the
purpose of notice.
Section 7. The Corporation shall be entitled to treat the holder of record
of any share or shares as the holder in fact thereof and shall not be bound to
recognize any equitable or other claim of interest in such share on the part of
any other person, and shall not be liable for any registration or transfer of
shares which are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary, unless made with actual knowledge that a fiduciary
or nominee of a fiduciary is committing a breach of trust in requesting such
registration or transfer, or with knowledge of such facts that its participation
therein amounts to bad faith.
ARTICLE VII
GENERAL PROVISIONS
Section 1. Dividends upon the shares of the Corporation payable in cash,
in property or in its shares may be declared by the Board of Directors at any
regular or special meeting, pursuant and subject to law and the articles of
incorporation of the Corporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the Corporation available for dividends such sum or sums as the
directors,
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from time to time, in their absolute discretion, think proper as a reserve or
reserves to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the Corporation, or for such other purpose as the
directors shall think conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve in the manner in which it was
created.
Section 3. The directors shall not be required to send, or cause to be
sent, to the shareholders a financial report as of the closing date of the
preceding fiscal year.
Section 4. 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.
Section 5. The fiscal year of the Corporation shall be the twelve months
ending August 31 or such other period as may be fixed by the Board of Directors.
Section 6. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Pennsylvania." The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
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ARTICLE VIII
INDEMNIFICATION
Section 1. The Corporation shall, to the fullest extent permitted by law
as in effect at any time, indemnify, including interim indemnification, 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, against all liabilities, expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
incurred by reason of the fact that he is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, partner or trustee of another corporation, partnership, joint
venture, trust, association or other entity or enterprise. Expenses (including
attorney's fees) incurred in defending an action, suit or proceeding shall be
paid by the Corporation in advance of the final disposition of such action, suit
or proceeding to the fullest extent and under the circumstances permitted by
law.
Section 2. The liabilities, expenses, judgments, fines and amounts paid in
settlement against which a person shall be indemnified pursuant to Section 1 of
this Article shall be construed to include (without limitation) liabilities,
expenses, judgments, fines and amounts paid in
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settlement arising from or relating to any assertion against such person
(including a threatened assertion) of a liability of or claim against the
Corporation which is provided for in the Debtors' Sixth Amended Consolidated
Plan of Reorganization (as Technically Modified) dated January 29, 1988 of the
Corporation or was discharged by said Plan of Reorganization, the order
confirming it or applicable law.
Section 3. Section 1 of this Article shall be deemed to be a contract
between the Corporation and each person who serves, at any time while such
Section is in effect, as a director or officer of the Corporation or at the
request of the Corporation as a director, officer, partner or trustee of another
corporation, partnership, joint venture, trust, association or other entity or
enterprise. Any subsequent repeal or modification of such Section shall not
affect any rights to indemnification of such person, or any obligation of the
Corporation to indemnify, in existence immediately prior to such repeal or
modification.
Section 4. The Corporation may, but shall not be obligated, to indemnify,
in the manner provided in Section 1 of this Article, any person who was or is a
party or was or is threatened to be made a party to any action, suit or
proceeding of the kind described in such Section against liabilities, expenses,
judgments, fines and amounts paid in settlement of the kind described in such
Section and Section
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2 incurred by reason of the fact that he is or was an employee or agent of the
Corporation or is or was serving at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust,
association or other entity or enterprise.
Section 5. The indemnification provided herein shall not be deemed
exclusive of any other rights to which a person may be entitled under the
articles of incorporation of the Corporation, these bylaws, an agreement, a vote
of shareholders or disinterested directors, or otherwise, and shall continue as
to a person who ceased to be an officer, director, partner or trustee and inure
to the benefit of such person's heirs, executors and administrators.
ARTICLE IX
AMENDMENT
These bylaws may be altered, amended or repealed by a majority vote of the
shareholders entitled to vote thereon at any regular or special meeting duly
convened.