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Exhibit 3.18
BY-LAWS
OF
JULIANA MINING COMPANY, INC.
(A West Virginia corporation)
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ARTICLE 1
OFFICES
The principal office or place of business shall be located in
Kingwood, County of Preston, West Virginia. The corporation may have other
offices, either within or without the State of West Virginia, at such place or
places as the board of directors may from time to time designate or the business
of the corporation may require.
ARTICLE 2
SHAREHOLDERS
2.1 Annual Meetings. Annual meetings of shareholders for the
election of directors and for such other business as may properly come before
the meeting shall be held at such place, either within or without the State of
West Virginia, and at such time and date as may be fixed from time to time by
the board of directors.
2.2 Special Meetings. Special meetings of shareholders may be held
at any time and place, within or without the State of West Virginia. Special
meetings of the shareholders for any purpose or purposes, unless otherwise
prescribed by law,
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may be called by the board of directors, the President or Secretary, or by the
holders of not less than one-tenth of all outstanding shares of the corporation
entitled to vote at the meeting.
2.3 Notice of Meetings. Written notice, stating the place, date and
hour of the meeting, and in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting either personally or by mail or
at the direction of the President, or the Secretary, or the person calling the
meeting, to each shareholder of record entitled to vote at such meeting.
2.4 Action Without Meeting. Any action required or permitted to be
taken at an annual or special meeting of shareholders may be taken without a
meeting and without prior notice if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders who would have been
entitled to vote upon the action if such meeting were held. Such action by
unanimous written consent may be taken without regard to any provision of these
By-Laws or any resolution of the board of directors fixing the time, date or
place of meetings of shareholders.
2.5 Quorum. Except as otherwise required by law, by the Articles of
Incorporation, or by these By-Laws, the holders of a majority of the outstanding
shares entitled to vote,
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represented in person or by proxy, shall constitute a quorum at a meeting of the
shareholders. If, however, such a quorum shall not be present at any meeting, a
majority in interest of the shareholders who are entitled to vote thereat and
are present in person or by proxy, shall have power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until the
requisite number of shares entitled to vote shall be present. At such adjourned
meeting at which the requisite number of shares entitled to vote shall be
represented, any business may be transacted which might have been transacted at
the meeting as originally noticed. The shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
2.6 Voting. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting shall be the act of the
shareholders, unless the vote of a greater number of shares is required by law,
the Articles of Incorporation, or these By-Laws.
Each outstanding share having voting power shall be entitled to one
vote on each matter submitted to a vote at a meeting of shareholders. A
shareholder may vote either in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid
after
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eleven months from the date of its execution, unless otherwise provided in the
proxy.
At each election for directors every shareholder entitled to vote at
such election 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 and
for whose election he has a right to vote, or to cumulate his votes by giving
one candidate as many votes as the number of such directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principle among any number of such candidates.
ARTICLE 3
DIRECTORS
3.1 Number and Term. The number of directors shall be not less than
two and not more than seven, as shall be determined from time to time by
election of directors or other action of the shareholders or by resolution of
the board of directors. The total number of directors as most recently set by
such election, action or resolution shall constitute the "full board". Directors
need not be residents of the State of West Virginia nor shareholders of the
corporation. The directors, other than the first board of directors, shall be
elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall
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have been elected and qualified. The first board of directors shall hold office
until the first meeting of the shareholders.
3.2 Resignations. Any director may resign at any time. Such
resignation shall be made in writing, and shall take effect at the time
specified therein, and if no time be specified, at the time of its receipt by
the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective.
3.3 Vacancies. Any vacancy occurring in the board of directors and
any directorship to be filled by reason of an increase in the number of
directors may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the board of directors. A director
elected to fill a vacancy shall be elected for the unexpired portion of the term
of his predecessor in office.
3.4 Removal. At a meeting of shareholders called expressly for that
purpose, any director or the entire board of directors may be removed, with or
without cause, by a vote of the holders of a majority of the shares entitled to
vote at an election of directors. If less than the entire board is to be
removed, no one of the directors may be removed if the votes cast against his
removal would be sufficient to elect him.
3.5 Powers. The business and affairs of the corporation shall be
managed by its board of directors, which may exercise all such powers of the
corporation and do all such
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lawful acts and things as are not by statute or by the Articles of Incorporation
directed or required to be exercised or done by the shareholders. The board of
directors is expressly authorized, without the assent or vote of the
shareholders, to authorize and cause to be executed mortgages and liens upon the
real and personal property of the corporation, including after-acquired
property. The enumeration in these By-Laws of particular powers of the board of
directors shall not imply the denial of, or any limitation on, any other power
vested in the board of directors by law or by the Articles of Incorporation or
by these By-Laws.
3.6 Compensation. The board of directors, by the affirmative vote of
a majority of the directors then in office, and irrespective of any personal
interest of any of its members, shall have authority to establish reasonable
compensation of all directors for services to the corporation as directors,
officers or otherwise.
3.7 Meetings. The newly elected directors may hold their first
meeting for the purpose of organization and the transaction of business, if a
quorum is present, immediately after the annual meeting of the shareholders; or
the time and place of such meeting may be fixed by consent in writing of all the
directors.
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Regular meetings of the directors may be held without notice at such
places and times as shall be determined from time to time by resolution of the
directors.
Special meetings of the directors may be called by the President or
Secretary or by any two directors on at least two days' notice to each director
and shall be held at such place or places as may be determined by the directors,
or as shall be stated in the notice of meeting.
Any directors' meeting may be held either within or without the
State of West Virginia.
3.8 Quorum of Directors. A majority of the full board of directors
shall constitute a quorum for the transaction of business at any meeting of the
board of directors, but if less than such majority is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.
The act of the majority of the directors present at a meeting at
which a quorum is present shall be the act of the board of directors.
3.9 Action by Directors Without a Meeting. Any action required or
permitted to be taken at a meeting of the directors or of a committee thereof
may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the directors or all of the members of the
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committee, as the case may be, entitled to vote with respect to the subject
matter thereof.
3.10 Executive and Other Committees. The board of directors, by
resolution adopted by a majority of the full board, may designate from among its
members an executive committee and one or more other committees. The designation
of such committee and the delegation thereof of authority shall not operate to
relieve the board of directors, or any member thereof, of any responsibility
imposed by law.
The executive committee, when the board of directors is not in
session, shall have and may exercise all of the authority of the board of
directors except to the extent, if any, that such authority shall be limited by
the resolution appointing the executive committee and except also that the
executive committee shall not have the authority of the board of directors in
reference to amending the Articles of Incorporation, adopting a plan of merger
or consolidation, recommending to the shareholders the sale, lease, exchange or
other disposition of all or substantially all of the property and assets of the
corporation otherwise than in the usual and regular course of its business,
recommending to the shareholders a voluntary dissolution of the corporation or a
revocation thereof, amending the By-Laws of the corporation, filling vacancies
on the board of directors, or changing the number of authorized directors.
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Any vacancy in the executive committee may be filled by a resolution
adopted by a majority of the full board of directors.
The executive committee shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting thereof held next after the proceedings shall have been taken.
ARTICLE 4
NOTICES
4.1 Notices. Whenever, under the provisions of law or of the
Articles of Incorporation or of these By-Laws, notice is required to be given to
any director or shareholder, such notice may be given in writing, by mail,
addressed to such director or shareholder, at his address as it appears on the
records of the corporation, with postage thereon prepaid, and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by telegram. If notice be
given by telegram, such notice shall be deemed to be delivered when the telegram
is delivered to the telegraph company.
With the exception of special meetings of directors for the purpose
of amending the By-Laws or authorizing the sale of all or substantially all of
the assets of the corporation and special meetings of shareholders, neither the
business to be transacted at, nor the purpose of, any regular or special meeting
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of shareholders or of the board of directors need be specified in the notice or
waiver of notice of such meeting.
4.2 Waiver of Notice. Whenever any notice is required to be given to
any shareholder or director of the corporation under the provisions of these
By-Laws or the Articles of Incorporation or by law, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
4.3 Waiver by Attendance. The attendance of a shareholder, in person
or by proxy, or a director at a meeting shall constitute a waiver of notice of
such meeting, except where a shareholder or director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
ARTICLE 5
OFFICERS
5.1 Officers. The officers of the corporation shall consist of a
President, a Secretary and a Treasurer, each of whom shall be elected by the
board of directors. The board of directors may also elect a Chairman, a Vice
Chairman, one or more Vice Presidents, and one or more Assistant Secretaries and
Assistant Treasurers. None of the officers of the corporation need be directors.
Any two or more offices, except those of President and Secretary, may be held by
the same person.
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5.2 Election. The officers shall be elected at the first meeting of
the board of directors after each annual meeting.
5.3 Other Officers. 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 of directors.
5.4 Term, Vacancies. The officers of the corporation shall hold
office until their successors are chosen and qualify. Any officers elected or
appointed by the board of directors may be removed at any time by the board of
directors but such removal shall be without prejudice to the contract rights, if
any, of the officer so removed. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
5.5 Chairman. The Chairman of the board of directors, if one be
elected, shall preside at all meetings of the board of directors and shall have
and perform such other duties as from time to time may be assigned to him by the
board of directors.
5.6 Vice Chairman. The Vice Chairman of the board of directors, if
one be elected, shall have such powers and perform such duties as from time to
time may be assigned to him by the board of directors.
5.7 President. The President shall be the chief executive officer of
the corporation and shall have the general
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powers and duties of supervision and management usually vested in the office of
president of a corporation. He shall preside at all meetings of the shareholders
if present thereat, and in the absence of the Chairman or if none was elected,
at all meetings of the board of directors, and shall have general supervision,
direction and control of the business of the corporation. Except as the board of
directors shall authorize the execution thereof in some other manner, he shall
execute bonds, mortgages and other contracts on behalf of the corporation, and
shall cause the seal to be affixed to any instrument requiring it. When so
affixed the seal shall be attested by the signature of the Secretary or the
Treasurer or an Assistant Secretary or an Assistant Treasurer.
5.8 Vice President. Each Vice President shall have such powers and
shall perform such duties as shall be assigned to him by the directors. The Vice
President, or if there is more than one Vice President the senior Vice
President, shall, in the absence or disability of the President, perform the
duties and exercise the powers of the President.
5.9 Treasurer. The Treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate account of receipts and
disbursements in books belonging to the corporation. He shall deposit all moneys
and other valuables in the name and to the credit of the corporation
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in such depositories as may be designated by the board of directors.
The Treasurer shall disburse the funds of the corporation as may be
ordered by the board of directors, or the President, taking proper vouchers for
such disbursements. He shall render to the President and board of directors at
the regular meetings of the board of directors, or whenever they may request it,
an account of all his transactions as Treasurer and of the financial condition
of the corporation. If required by the board of directors, he shall give the
corporation a bond for the faithful discharge of his duties in such amount and
with such surety as the board shall prescribe.
5.10 Secretary. The Secretary shall give, or cause to be given,
notice of all meetings of shareholders and directors and all other notices
required by law or by these By-Laws, but any such notice may be given by any
other person as authorized or directed. He shall record all the proceedings of
the shareholders and directors in books maintained for that purpose, and shall
have custody of the seal of the corporation. He shall affix the seal of the
corporation to all instruments requiring it and attest the same.
5.11 Assistant Treasurers and Assistant Secretaries. Assistant
Treasurers and Assistant Secretaries, if any shall be elected, shall have such
powers and shall perform such duties as shall be assigned to them, respectively,
by the directors.
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ARTICLE 6
INDEMNIFICATION
To the full extent permitted by law, the corporation may indemnify
any person and his heirs, distributees, next of kin, successors, appointees,
executors, administrators, legal representatives and assigns 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 is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, domestic or foreign,
against expenses, attorneys' fees, court costs, judgments, fines, amounts paid
in settlement and other losses actually and reasonably incurred by him in
connection with such action, suit or proceeding.
ARTICLE 7
MISCELLANEOUS
7.1 Share Certificates. The shares of the corporation shall be
represented by certificates signed by the President or a Vice President and the
Secretary or an Assistant Secretary of the corporation, and may be sealed with
the seal of the corporation or a facsimile thereof. Such certificates shall be
issued to each shareholder certifying the number of shares owned by him in
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the corporation. When such certificates are countersigned by a transfer agent or
registrar, other than the corporation or its employee, the required officers'
signatures thereupon may be facsimiles. No certificates shall be issued for any
share unless such share is fully paid.
7.2 Lost Certificates. The board of directors may direct a new
certificate to be issued in place of any certificate theretofore issued by the
corporation alleged to have been lost or destroyed. When authorizing such issue
of a new certificate, the board of directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost or destroyed.
7.3 Transfer of Shares. Transfer of shares of the corporation shall
be made only on the transfer books of the corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the corporation shall be deemed by the
corporation to be the owner thereof for all purposes.
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7.4 Closing of Transfer Books. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders 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 in order
to make a determination of shareholders for any other proper purpose, the board
of directors may fix in advance a record date for any such determination of
shareholders, such date to be not more than fifty days and, in case of a meeting
of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be taken.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders, or shareholders entitled to
receive payment of a dividend, the date on which notice of the meeting is mailed
or the date on which the resolution of the board of directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
7.5 Voting Record. The officer or agent having charge of the
transfer books of the corporation shall make a complete record of the
shareholders entitled to vote at each meeting of shareholders or any adjournment
thereof, arranged in alphabetical
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order, with the address of and the number of shares held by each. Such record
shall 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 for the purposes thereof.
7.6 Dividends. The board of directors may, from time to time,
declare and the corporation may pay dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law and the Articles of
Incorporation. 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 in their absolute discretion deem 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 purpose as the directors shall
deem conducive to the interests of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
7.7 Reliance on Records. Each officer and director shall in the
performance of his duties be fully protected in relying in good faith upon the
books of account of the corporation, or upon reports made to the corporation by
any of its officials, or by an independent certified public accountant, or by an
appraiser selected with reasonable care, or in relying in good faith upon other
records of the corporation.
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7.8 Checks. 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 by resolution.
7.9 Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the board of directors.
7.10 Seal. The corporate seal shall be circular in form and shall
contain the name of the corporation, the year of its incorporation and the words
"Corporate Seal, West Virginia".
7.11 Amendments. These By-Laws may be amended or repealed and new
By-Laws may be adopted: (1) by the shareholders at any annual meeting, or at any
special meeting if notice of the proposed amendment or repeal is contained in
the notice of such special meeting, by the affirmative vote of a majority of the
shares entitled to vote thereat; (2) by the board of directors at any regular
meeting, or at any special meeting if notice of the proposed amendment or repeal
is contained in the notice of such special meeting; or (3) by unanimous written
consent of the shareholders or directors.
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