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Exhibit 3.32
BYLAWS
OF
HEATHER GLEN RESOURCES, INC.
December 27, 1995
ARTICLE I
OFFICES
Section 1.1. The principal office and place of business of this
corporation will be in the City of Morgantown, County of Monongalia, State of
West Virginia, at 2708 Cranberry Square. The Board of Directors may change the
location of said principal office and of said principal place of business, or
either, from time to time as it may deem advisable, and may also establish such
offices or places of business elsewhere as in the opinion of the Board may be
advisable.
ARTICLE II
SHAREHOLDERS
Section 2.1. Annual Meetings. The annual meetings of the
shareholders of this corporation shall be held sometime during the first quarter
of each year, on such date as may be fixed by the Board of Directors, either at
the principal office of the corporation or at such other place, either within or
without the State of West Virginia, as the Board of Directors may fix by
resolution. The Board of Directors may by resolution authorize any officer or
officers to fix the date and place of such annual meeting.
Section 2.2. Special Meetings. Special meetings of the shareholders
may be called at any time by the Board of Directors, the President and
Secretary, or any number of shareholders holding in the aggregate at least
one-tenth of the number of shares entitled to vote at the meeting. Such meetings
shall be held at the principal office of the corporation unless the Board of
Directors or other persons calling such meeting shall fix some other place for
the meeting, in which event the meeting shall be held at such other place, which
may be either within or without the State of West Virginia.
Section 2.3. Notice of Meetings. Notice of the annual and all other
meetings of the shareholders shall be given by written notice stating the place,
day and hour of the meeting, and, in the case of a special meeting, the purpose
or purposes for which and the officers or persons by whom the meeting is called,
and shall be delivered not less than ten and not more than fifty days before the
date of the meeting, either personally or by mail. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail addressed to
the shareholder at his last post office address appearing on the records of the
corporation, with postage thereon prepaid. It shall be the duty of every
shareholder to furnish to the Secretary of the corporation his post office
address and to notify the Secretary of any change therein. Notice of all
meetings shall be given to each shareholder of record entitled to vote at the
meeting.
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Section 2.4. Waiver of Notice. Any meeting of the shareholders may
be held by agreement in writing signed by all the shareholders, and, where
notice or publication of any notice is required, the same may be waived in
writing signed by all the shareholders entitled to such notice, filed with the
records of the meeting, whether before or after the time stated therein. Any
meeting of the shareholders at which every shareholder is present or represented
by proxy shall be valid, notwithstanding lack or insufficiency of notice.
Section 2.5. Action by Shareholders Without Meeting. Whenever the
vote of the shareholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action, the meeting and vote of such
shareholders may be dispensed with if all of the shareholders who would have
been entitled to vote upon the action, if such meeting were held, shall agree in
writing to such corporate action being taken, and such agreement shall have like
effect and validity as though the action were duly taken by the unanimous action
of all shareholders entitled to vote at a meeting of such shareholders duly
called and legally held.
Section 2.6. Quorum; Adjournments. At all meetings of the
shareholders, a quorum shall consist of at least a majority of all of the shares
of stock issued and outstanding and entitled to vote, represented either in
person or by proxy. If a sufficient number of shares is not present at the time
and place appointed, any number of shares present or represented, less than a
quorum, may adjourn any shareholders meeting from time to time until a quorum is
present and the business to come before the meeting is completed.
Section 2.7. Voting. If a quorum is present at any meeting of the
shareholders duly and properly called and held, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be and constitute the act of the shareholders, except in
the matter of election of directors, and unless the vote of a greater number, or
other vote, is required by law or by the Articles of Incorporation or bylaws of
this corporation. Except as otherwise provided by law, or by the Articles of
Incorporation or bylaws of this corporation, each outstanding share shall be
entitled to one vote on each matter submitted to vote at any meeting of the
shareholders, and may be voted by the shareholder either in person or by written
proxy. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
Section 2.8. Record of Meetings. A record shall be kept of the
meetings of the shareholders and the action taken at the same, which shall be
verified by the signature of the Chairman of the meeting and the person acting
as Secretary thereof.
ARTICLE III
DIRECTORS
Section 3.1. Number, Qualification and Term of Office. The business,
property and affairs of the corporation shall be managed and controlled by its
Board of Directors. The Board of Directors shall consist of not fewer than one
and not more than five persons, as may be determined by the shareholders from
time to time, and shall be elected at the first annual meeting of the
shareholders and at every annual meeting thereafter. Directors need
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not be shareholders of the corporation nor residents of the State of West
Virginia. They shall hold office until the next succeeding annual meeting and
until their successors are elected and qualified.
Section 3.2. Elections. In all elections of directors each
shareholder shall have the right to vote, in person or by proxy, the number of
shares owned by him and entitled to vote, for as many persons as there are
directors to be elected, and for whose election he has a right to vote, or he
may cumulate such votes and give one candidate as many votes as the number of
directors to be elected multiplied by the number of his shares shall equal; or
he may distribute them on the same principle among as many candidates and in
such manner as he shall desire.
Section 3.3. Removal of Directors. The shareholders, at any meeting
thereof called expressly for the purpose, may remove any director or the entire
Board of Directors, with or without cause, by vote of the holders of a majority
of the shares entitled to vote at an election of directors. However, 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.
Section 3.4. Vacancies. Any vacancy in the Board of Directors
resulting from removal of a director shall be filled by the shareholders at the
meeting at which such removal occurs. A vacancy resulting from an increase in
the number of directors shall likewise be filled by the shareholders at the
meeting at which such increase is made. A vacancy in the Board occurring from
any other cause, or from the failure of the shareholders to act, may be filled
by the affirmative vote of a majority of the remaining directors, though less
than a quorum. Any director elected or appointed to fill a vacancy shall serve
until the next annual election of directors.
Section 3.5. Meetings. Regular meetings of the Board of Directors
may be held at such time and place as may be prescribed by these bylaws, or as
the Board may from time to time designate. Special meetings of the Board may be
called by the President, a Vice-President, or any two directors. Meetings of the
Board may be held either within or without the State of West Virginia. Notice of
all meetings of the Board shall be given by the Secretary of the corporation or
by the person or persons calling such meeting, and, in the case of a special
meeting, shall state by whom it is called. Such notice shall be given at least
forty-eight hours before the time of such meeting, either by written notice
thereof mailed to each director, or by telegram or telephone. Except as
otherwise provided by law, the notice of any meeting of the Board need not
specify the purpose of or the business to be transacted at the meeting.
Section 3.6. Waiver of Notice. Any meeting of the directors may be
held by agreement in writing signed by all the directors, and where notice of
any meeting is required, a waiver thereof in writing, signed by the director or
directors entitled to notice, filed with the records of the meeting, whether
before or after the time stated therein, shall be equivalent to the giving of
such notice. Attendance of a director at a meeting of the directors shall
constitute a waiver of notice of such meeting, except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called
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or convened. Except as provided in the next preceding sentence, any meeting of
the directors at which every director is present in person shall be valid,
notwithstanding lack or insufficiency of notice.
Section 3.7. Action by Directors Without Meeting. Whenever the vote
of directors at a meeting thereof is required or permitted to be taken in
connection with any corporate action, the meeting and vote of such directors may
be dispensed with if all the directors shall agree in writing to such corporate
action being taken, and such agreement shall have like effect and validity as
though the action were duly taken by the unanimous action of all directors at a
meeting thereof duly called and legally held.
Section 3.8. Quorum. A majority of the number of directors fixed by
the shareholders, as provided in these bylaws, shall constitute a quorum for the
transaction of business. The act of a majority of the directors present at any
meeting at which a quorum is present shall be and constitute the act of the
Board of Directors. If at any meeting of the Board there is less than a quorum
present, a majority of the directors present may adjourn the meeting from time
to time until a quorum is present.
Section 3.9. Conflicts of Interest. No contract or transaction
between this corporation and any one or more of its directors, or between this
corporation and any other corporation, firm, association, or entity in which one
or more of its directors are directors or officers, or are financially
interested, shall be either void or voidable because of such relationship or
interest, or because such director or directors are present at the meeting of
the Board of Directors, or a committee thereof, which authorizes, approves, or
ratifies such contract or trans action, or because his or their votes are
counted for such purpose, if:
(a) The fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves, or
ratifies the contract or transaction by a vote or consent sufficient for
the purpose without counting the votes or consents of such interested
directors; or
(b) The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote, and they authorize, approve or
ratify such contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to this
corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or a committee thereof wich
authorizes, approves, or ratifies such contract or transaction. On any question
involving the authorization, approval, or ratification of any such contract or
transaction, the names of those voting each way shall be entered on the record
of the proceedings.
Section 3.10. Record of the Board. The Board of Directors shall
cause to be kept a record of its proceedings, which shall be verified by the
signatures of the persons acting as
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Chairman and Secretary of the meeting. Any member of the Board of Directors, at
his request, shall have the right to have his vote recorded in the minutes of
the meeting on any question coming before the Board.
Section 3.11. Voting of Corporate Stock. The Board of Directors may
by resolution provide that any shares of the capital stock of any other
corporation or corporations owned by this Corporation shall be voted by such one
or more officers of this Corporation, or by such other person or persons, as the
Board shall designate, either generally or with respect to any specific
corporation, meeting or matter. In the absence of any resolution of the Board of
Directors applying to the shares of the capital stock of a corporation, or to
any meeting or matter, the President of this Corporation is authorized to vote
such shares of the capital stock of such other corporation, either in person or
by proxy given to any other officer or person, or persons, in his discretion, in
such manner as he shall deem advisable and for the best interests of this
Corporation.
ARTICLE IV
OFFICERS AND AGENTS
Section 4.1. Election and Appointment. As soon as may be after their
election the Board of Directors shall choose a President of the corporation, who
shall hold office until the next annual election of officers and until his
successor is elected and qualified. At the same time the Board of Directors
shall choose a Secretary and a Treasurer. The directors may at any time elect
from among the directors a Chairman of the Board of Directors, and may also
elect one or more Vice-Presidents, an Assistant Secretary and an Assistant
Treasurer. The person holding any office may, but need not be, a member of the
Board. Any two or more offices may be held by the same person, except the
offices of President and Secretary.
Section 4.2. Other Officers and Agents. The Board of Directors may
employ a manager and such other employees, servants, agents, attorneys and
representatives as the Board may deem advisable, to perform such duties as the
Board may prescribe.
Section 4.3. Bond. If required by the Board, the Treasurer,
Secretary, or any other officer, agent or employee shall give bond payable to
the corporation in such penalty and with such conditions and security as the
Board may approve.
Section 4.4. Compensation. The Board of Directors of this
corporation shall have the authority to fix the compensation of all officers,
including members of the Board of Directors.
Section 4.5. President. The President shall be the chief executive
officer of the corporation. He shall preside at all meetings of the shareholders
and directors at which he is in attendance, unless the directors shall elect a
Chairman of the Board to preside at meetings of the Board. Unless some other
officer or agent is specially appointed and authorized for the purpose, the
President shall sign the corporate name of the corporation to all deeds,
mortgages, writings
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and other contracts made by the corporation, except such as are necessary or
incidental to the exercise of the powers vested in other officers or agents by
the Board of Directors; and, generally, the President shall have and exercise
supervision and control over all the business, affairs and property of the
corporation, and shall perform such duties as are incident to the conduct of its
business not otherwise provided for in these bylaws or by action of the Board of
Directors.
Section 4.6. Vice-President. The Vice-President shall in the absence
or incapacity of the President perform the duties of the President and shall
have such other powers and authority as may be assigned to him by the Board of
Directors, either generally or specially. If there shall be more than one
Vice-President, each shall have such duties, powers and authority as may be
assigned to him by the Board of Directors, and, unless otherwise provided by the
Board of Directors, each shall be authorized to perform the duties of the
President in his absence or incapacity in the order of their designation or
election.
Section 4.7. Secretary. The Secretary, or an Assistant Secretary,
shall have the custody of the minute book, stock book, corporate seal and all
records and papers of the corporation, subject to the supervision and control of
the President, except such as the Board may put in the custody of other
officers, agents or employees. The Secretary, or an Assistant Secretary, shall
attend all meetings of the share holders and of the Board of Directors and act
as Secretary thereof, keeping a record of the proceedings of such meetings in a
book to be maintained for the purpose. He shall give or cause to be given,
unless otherwise specially provided, notice of all meetings of the shareholders,
directors, committees and other meetings of the officers or representatives of
the corporation, and shall perform such other duties as may be prescribed for
him by the Board of Directors or the President.
Section 4.8. Treasurer. The Treasurer, or an Assistant Treasurer,
shall have custody of the corporate funds and securities, subject to the
supervision and control of the President. He shall cause to be kept full and
accurate accounts of receipts and disbursements of the corporation in proper
books to be furnished for that purpose by the corporation; cause all moneys and
other valuable effects to be deposited to the credit of the corporation, in such
depositories as may be designated by the Board of Directors; be responsible for
disbursing the funds of the corporation subject to such regulations as may be
prescribed by the Board of Directors, taking proper vouchers for such
disbursements; and he shall render to the President and to the directors at
regular meetings of the Board, whenever they, or any of them, may request it, an
account of all transactions of his office and of the financial condition of the
corporation, and such other reports as may from time to time be required of him
by the President or the Board.
Section 4.9. Removal of Officers. Any officer, employee, or agent of
the corporation may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. The election or appointment of any officer, employee, or agent of
the corporation shall not of itself be deemed to create any contract right.
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Section 4.10. Signature of Orders for the Payment of Money. All
checks, notes, drafts and other orders of the corporation for the payment of
money shall be drawn, signed or counter-signed as the Board of Directors may
from time to time prescribe.
ARTICLE V
CAPITAL STOCK
Section 5.1. Certificate of Stock. The Board of Directors shall
cause to be issued to any person appearing on the books of the corporation to be
the owner of any shares of its stock, a certificate or certificates therefor,
under the corporate seal of the corporation, to be signed by the President, or a
Vice-President, and the Secretary, or an Assistant Secretary, of the
corporation. Each certificate representing shares of the capital stock of the
corporation shall state on the face thereof that the corporation is organized
under the laws of the State of West Virginia; the name of the person to whom
issued; the number and class of shares which such certificate represents; and
the par value of each share represented by such certificate; and shall otherwise
be in such form as the Board of Directors may adopt. Such certificates shall be
issued in order from a stock certificate book to be kept by the Secretary under
the supervision of the Board. No such certificate shall be issued or delivered
until the stock represented thereby has been fully paid for; such payment may be
made in cash, in property, tangible or intangible, or in labor or services
actually performed for the corporation, but neither promissory notes nor future
services shall constitute such payment or part payment.
Section 5.2. Transfer of Stock. Shares of the capital stock of the
corporation shall be transferable only upon the books of the corporation by the
holder thereof in person or by attorney upon surrender and cancellation of the
certificate for the same.
Section 5.3. Lost Certificates. When a person, who appears by the
books of the corporation to own stock therein, claims that the certificate for
such stock has been lost, destroyed, or wrongfully taken, the proper officers of
the corporation shall issue to him a certificate in place and stead of the lost,
destroyed, or wrongfully taken certificate, if he shall request the issuance of
a new certificate before the corporation has notice that the old certificate has
been acquired by a bona fide purchaser, upon his compliance with the following
conditions:
(a) he shall file with the Secretary of the corporation an affidavit
setting forth the time, place and circumstances of the loss, destruction,
or taking, to the best of his knowledge and belief; and
(b) he shall execute and deliver to the corporation a bond with good
security in a penalty at least equal to the value of the shares of stock
represented by the lost, destroyed, or wrongfully taken certificate, in
form approved by the Board of Directors, to indemnify the corporation and
all persons whose rights may be affected by the issuance of the new
certificate against any loss in consequence of the issuance of the new
certificate.
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A new certificate may be issued, in the discretion of the Board of Directors,
without compliance with the foregoing requirements, upon such terms and
conditions as the Board of Directors may prescribe.
Section 5.4. Other Regulations. The Board of Directors shall have
the authority to make such other rules and regulations, not inconsistent with
law or these bylaws, concerning the issue, transfer, and delivery of
certificates of stock, as it may deem advisable.
ARTICLE VI
INDEMNIFICATION
Section 6.1. It shall be the policy of this corporation to indemnify
any person who serves, or has served, as a director, officer, employee or agent
of this corporation, or who serves or has served as a director, officer,
partner, employee, or agent of any other corporation, partnership, joint
venture, trust or enterprise at the request or direction of this corporation,
against expenses (including attorneys' fees), judgments, fines, taxes,
penalties, interest, and payments in settlement, in connection with any
threatened, pending or completed action or proceeding, and to pay any such
expenses in advance of the final disposition of any such action or proceeding,
to the full extent contemplated and permitted by Section 9 of Chapter 31,
Article 1 of the Code of West Virginia of 1931, as amended, upon such finding or
determination as shall be requisite or appropriate under said section; and the
corporation is specifically empowered and authorized to purchase and maintain,
at the expense of the corporation, insurance on behalf of any such director,
officer, partner, employee or agent against any liability asserted against him
or her in such capacity or arising out of his or her status as such, whether or
not this corporation would have the power to indemnify him or her under the
provisions of said section.
ARTICLE VII
CORPORATE SEAL
Section 7.1. The seal to be here impressed, containing the name of
this corporation and the words "Corporate Seal, West Virginia", is hereby
adopted as and for the corporate seal of this corporation.
(CORPORATE SEAL)
ARTICLE VIII
AMENDMENTS
Section 8.1. These bylaws may be amended by the Board of Directors,
subject, however, to the power of the shareholders to repeal or change any
amendment made by the Board of Directors by affirmative vote of a majority of
the stock then issued and outstanding and entitled to vote thereon; and in the
event of any conflict the vote of the shareholders shall be controlling.
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