1
Exhibit 3.34
NEW ALLEGHENY LAND HOLDING COPMANY, INC.
BY-LAWS
OFFICES
Section 1. The principal office or place of business shall be in Mt. Storm,
Grant County, State of West Virginia, and the corporation may also have offices
at such other places as the Board of Directors may from time to time determine
or the business of the corporation may require.
STOCKHOLDERS' MEETINGS
Section 2. Regular and special meetings of the stockholders shall be held at the
offices of the corporation in Mt. Storm, Grant county, West Virginia, or at such
other place and at such time as shall be stated in the notice of the meeting or
a duly executed waiver of notice thereof.
Section 3. An annual meeting of the stockholders shall be held each year as
shall be agreed to by the stockholders, or if not so designated or agreed to, on
the 1st Tuesday in October in each year if not a legal holiday, and if a legal
holiday, then on the next business day following, at 10:00 a.m., local time, at
the principal office of the corporation. Any business may be transacted at the
annual meeting, irrespective of whether the notice of such meeting contains a
reference thereto, except as otherwise expressly required herein or by law. At
the annual meeting, the stockholders shall elect by a plurality vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.
Section 4. Written notice of the annual meeting shall be served upon or mailed
to each stockholder entitled to vote thereat at such address as appears on the
stock book of the corporation, at least five (5) days prior to the meeting.
Section 5. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute or the agreement of incorporation, may be
called by the board of Directors, the president and secretary or any number of
stockholders owning in the aggregate at least one-tenth of the number of shares
outstanding.
Section 6. Written notice of a special meeting of stockholders, stating the time
and place thereof, and the business to be transacted thereat, shall be served
upon or mailed, postage prepaid, to each stockholder entitled to vote thereat at
such address as appears on the books.
2
Section 7. The holders of a majority of the stock issued and outstanding and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute, by the
agreement of incorporation or by these By-Laws. If, however, such majority shall
not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person, or represented by
proxy, shall have power to adjourn the meeting from time to time without,
without notice other than announcement of the meeting until a quorum shall be
present or represented. At such 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 at any meeting, the vote of the holders of a
majority of the stock having voting power 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 the statutes or of the agreement of
incorporation or of these By-Laws a different vote is required, in which case
such express provision shall govern and control the decision of such question.
Section 9. At any meeting of the stockholders every stockholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three (3) years prior to said meeting, unless said instrument specifically
confers the right to vote for a longer period. Each stockholder shall have one
vote for each share of stock having voting power, registered in his name on the
books of the corporation, except where the transfer books of the corporation
shall have been closed or a date shall have been fixed as a record date for the
determination of its stockholders entitled to vote, and, in all election for
Directors, may cast one vote for each such share for as many persons as there
are Directors to be elected, or may cumulate such votes and give one candidate
as many votes as the number of directors to be elected multiplied by the number
of such share of stock shall equal, or to distribute them on the same principal
among as many candidates as he shall desire, and the Directors shall not be
elected in any other manner.
DIRECTORS
Section 10. The corporate business and affairs of the corporation 9but not
professional services performed in any particular case by a board of
stockholders and employees of the corporation) shall be managed by a board of
two (2) Directors, or such other number of Directors as is established by a duly
adopted amendment of the Articles of Incorporation or of this By-Law. The
Directors shall be elected at the annual meeting of the stockholders, to serve
until their successors shall be elected and shall qualify. Directors need not be
stockholders nor residents of the State of West Virginia.
2
3
Section 11. The Directors shall have the power from time to time and any time,
when the stockholders, as such, are not assembled in a meeting, regular or
special, to increase the number of Directors to not more than six (6), and
forthwith appoint and elect any other person, or persons, to be Directors, to
hold office until the next annual election or until their successors are elected
and qualify.
Section 12. The directors may hold their meeting and keep the books of the
corporation at the principal office of the corporation or at such other places,
within or without the State of West Virginia, as may be determined from time to
time.
Section 13. If the office of any Director of Directors becomes vacant by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, a majority of the remaining directors, though less then a quorum,
shall choose a successor or successors, who shall hold office for the unexpired
term in respect to which such vacancy occurred or until the next election of
Directors.
Section 14. The property and 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 statute or by the agreement of
incorporation or by these By-Laws directed or required to be exercised or done
by the stockholders.
COMPENSATION OF DIRECTORS
Section 15. Directors, as such, shall not receive any stated salary for their
service, but by resolution of the Board, a fixed sum and expense of attendance,
if any, may be allowed for attendance of each regular or special meeting of the
Board; provided, that noting herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefore.
MEETNGS OF THE BOARD
Section 16. An organization meeting of the newly elected Board of Directors
shall be held each year at the same place as and promptly after the annual
meeting of stockholders. At such meeting, the Board of Directors shall organize
itself and elect the executive officers of the corporation for the ensuing year,
and may transact any other business. Notice of the organization meeting of the
Board or of the business to be transacted thereat shall not be required to be
given, except as otherwise expressly required herein or by law.
3
4
Section 17. Regular meetings of the board may be held without notice at such
time and place either within or without the State of West Virginia as shall from
time to time be determined by the Board.
Section 18. Special meetings of the Board of Directors may be called by the
president, vice-president, if any, or any two (2) of the Directors, on five (5)
days' notice to each Director, either personally or by mail, fax or telegram.
Section 19. At all meetings of the Board a majority of the authorized Directors
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of he Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by stature or by the agreement of
incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of the Directors, the Directors present threat may adjourn the meeting
from time to time, without notice other than announcement at the meeting, until
a quorum shall be present.
NOTICES
Section 20. Whenever under the provisions of the statutes or of the agreement of
incorporation or of these By-Laws, notice is required to be given to any
director of Stockholder, it shall not be construed to mean personal notice, but
such notices may be given in writing, by mail, addressed to such Director or
stockholder, at such address as appears on the books of the corporation, or by
fax, at the telephone number provided to the corporation by such Director or
stockholder, and such notice shall be deemed to be given at the time when the
same shall be thus mailed or faxed.
Section 21. Notice of the time, place and purpose of any meeting of Stockholders
of Directors whether required by the provisions of the statute, the agreement of
incorporation or these By-Laws may be dispensed with if every stockholder shall
attend either in person or by proxy, or if every Director shall attend in
person, or if every absent stockholder or Director shall, in writing, filed with
the records of the meeting either before or after the holding thereof, waive
such notice.
ACTION BY STOCKHOLDERS AND DIRECTORS WITHOUT MEETING
Section 22. Notwithstanding any provision set forth herein, whenever the vote of
stockholders at the meeting thereof is required or permitted to be taken in
connection with any corporate action by any provisions of the statutes or of the
agreement of incorporation or of these By-Laws, the meeting and vote of the
stockholders may be dispensed with, if all the stockholders who would have been
entitled to vote upon the action, if such meeting were held, shall agree in
writing to such corporate action being
4
5
taken. Whenever the vote of Directors at a meeting thereof is required or
permitted to be taken in connection with any corporate action by any provisions
of the statutes or of the agreement of incorporation or of these By-Laws, the
meeting and vote of Directors may be dispensed with if all the Directors agree
in writing to such corporate action being taken.
OFFICERS
Section 23. The officers of the corporation shall be chosen by the Directors and
shall be president, secretary and treasurer. The Board of Directors may also
choose a chief executive officer, a chief operating officer, one or more
vice-presidents, assistant secretaries and assistant treasurers. Any two (2) of
the above named officers, except those of president and vice-president may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
by these By-Laws to be executed, acknowledge, verified or countersigned by two
(2) or more officers.
Section 24. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president from their own number, and a
secretary and a treasurer, none of whom need to be a member of the Board.
Section 25. The Board 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.
Section 26. The salaries of all officers and agents of the corporation shall be
fixed by the Board of Directors.
Section 27. The officers of the corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at nay time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
THE PRESIDENT
Section 28. The president shall be the chief executive officer of the
corporation; he shall preside at all meeting of the Stockholders and Directors,
shall have such general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board are carried into
effect.
5
6
Section 29. he shall execute bond, mortgages and other contracts requiring a
seal, under the seal of the corporation, except where required or permitted by
law to be other wise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.
VICE-PRESIDENT
Section 30. The vice-presidents in the order of their seniority 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 as the Board of
Directors shall prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 31. The secretary shall attend all sessions of the Board and all
meetings of the stockholders and record all records and the minutes of all
proceedings in a book to be kept for that purpose and shall perform like duties
for the standing committees when required. He or she shall give, or cause to be
given, notice of all meetings of the stockholders and special meeting of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or president, under whose supervision he or she shall be.
He or she shall keep in safe custody the seal of the corporation and, when
authorized by the Board, affix the same to any instrument requiring it, and when
so affixed, it shall be attested by his or her signature or by the signature of
the treasurer or any assistant secretary.
Section 32. The assistant secretaries in the order of their seniority shall, in
the absence or disability of the secretary, perform the duties and exercise the
powers of the secretary, and shall perform such other duties as the Board of
Directors shall prescribe.
THE TREASURER AND ASSITANT TREASURER
Section 33. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable effects in he name and to the credit of the corporation in
such depositories as may be designated by the Board of Directors.
Section 34. He or she hall disburse the funds to the corporation as may be
ordered by the Board, taking proper vouchers for such disbursements, and shall
render
6
7
to the president and Directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his or her transactions as
treasurer and of the financial condition of the corporation.
Section 35. If required by the Board of Directors, he or she shall give the
corporation a bond in a sum, and with such surety or sureties as may be
satisfactory to the Board of 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 or her
control belonging to the corporation.
Section 26. The assistant treasurers in the order of their seniority 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 as the Board of
Directors shall prescribe.
CERTIFICATES OF STOCK
Section 37. 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 the
president or a vice-president and the treasurer or an assistant treasurer, or
the secretary of any assistant secretary. If any stock certificate is signed by
a transfer agent or an assistant transfer agent or a transfer clerk acting on
behalf of the corporation, and a registrar, the signature of any such officer
may be facsimile. No certificate for any share of stock shall be issued or
delivered to any stockholder until his subscription or sale price for such share
is paid in full.
TRANSFER OF STOCK
Section 38. 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 person entitled
thereto, cancel the old certificate and record the transaction upon its books.
REGISTERED STOCKHOLDERS
Section 39. 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
7
8
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of West Virginia.
LOST CERTIFICATE
Section 40. The Board of Directors may direct a new certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of any affidavit of the fact by the person claiming the
certificate of stock to be lost or destroyed. 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 the
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require, and/or give the
corporation a bond, in such sum as it may direct to indemnify the corporation
against any claim that may be made against it with respect to the certificate
alleged to have been lost or destroyed.
DIVIDENDS
Section 41. Dividends upon the capital stock of the corporation, subject to the
provision of incorporation, if any, may be declared by the Board of Directors at
any regular, annual or special meeting, pursuant to law. Dividends may be paid
in cash, in property, or in shares of the capital stock.
Section 42. 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 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
purpose as the Directors shall think conducive to the interests of the
corporation, and the Directors may abolish any such reserve in the manner in
which it was created.
Section 43. If any stockholders be indebted to the corporation, any dividend
payable to such stockholders, or so much thereof as is necessary may be applied
to he payment of such indebtedness if then due and payable.
ANNUAL STATEMENT
Section 44. The president shall annually prepare a fully and true statement of
the affairs of the corporation, which shall be submitted at the annual meeting
and filed within
8
9
twenty days thereafter at the principal office in West Virginia, where it shall,
during the usual business hours of each secular day be open for inspection by
any stockholder.
CHECKS
Section 45. 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 46. The tax year of the corporation shall end on December 31 of each
year.
SEAL
Section 47. The Board of Directors shall prescribe the form of a suitable
corporate seal, which shall contain the full name of the corporation and state
or incorporation.
AMENDMENTS
Section 48. These By-Laws may be altered or repealed at any regular or annual
meeting of the stockholders or at any special meeting of the stockholders of
which a quorum is present or represented provided notice of the proposed
alteration or repeal be contained in the notice of such special meeting, by the
affirmative vote of a majority of the issued and outstanding stock entitled to
vote at such meeting and present or represented thereat, or by the affirmative
vote of a majority of the Board of Directors at any regular or annual meeting of
the Board, or at any special meeting of the Board if notice of the proposed
alteration or repeal be contained in the notice of such special meeting.
INDEMNIFICATION
Section 49. Any person who or was a Director, officer, employee or agent of the
corporation, or of any other corporation, partnership, joint venture, trust or
other business enterprise which he or she serves or served as such at the
request of the corporation, shall, in accordance with Section 50 of these
By-Laws, be indemnified by the corporation against any and all liability and
reasonable expenses (including, but not limited to, counsel fees and
disbursements and amounts paid in settlement or in satisfaction of judgments or
as fines or penalties) paid or incurred by him or her in connection with or
resulting from any action, suit or proceeding, including any appeal related
thereto, in
9
10
which he or she may be involved or threatened to be involved, a party or
otherwise, by reason of his or her being or having been a Director, officer,
employee or agent of the corporation or of such other corporation, partnership,
joint venture, trust or other enterprise at corporation's request or be reason
of any action taken or not taken in the course of him employment as such
Director, officer, employee or agent, provided that there shall be no such
indemnification unless such Director, officer, employee or agent acted in good
faith and in a manner which he or she reasonably believed to be in or not
opposed to the best interests of the corporation or such other corporation,
partnership, joint venture, trust or other enterprise and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful, and provided, further, that, in the case of an action,
suite or proceeding brought by or in the right of the corporation or of such
other corporation, partnership, joint venture, trust or other enterprise to
procure a judgment in its favor, if such officer, Director, employee or agent
has been adjudge to be liable for negligence or misconduct in the performance of
his or her duty to the corporation or to such other corporation, partnership,
join venture, trust or other enterprise, then such person shall not be
indemnified unless (and only to the extent that) the Circuit Court of the county
in which the registered office of the corporation is located or such other court
in which such action at suit was brought shall determine upon application that
despite the adjudication of the liability, but in view of all the circumstances
of the case, such person is fairly and reasonable entitled to indemnity for such
expenses as the said Circuit Court or such other court shall deem proper. The
termination of any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the Director, officer, employee or agent did not meet the
standard of conduct as set forth in the Section.
Section 50. The grant of indemnification under these By-Laws shall be at the
discretion of the Board of Directors unless such grant is awarded by a court or
granted by the shareholders of the corporation, or the Director, officer,
employee or agent concerned has been successful on the merits or otherwise in
defense of any action, suite or proceeding referred to in Section 49 of these
By-Laws. Indemnification may be granted only if the Board of Directors, by a
majority vote of a quorum consisting of Directors not parties to such action,
suit or proceeding, shall find that the Director, officer, employee or agent has
met the applicable standard of conduct set forth in Section 49 of these By-Laws,
or, if no such quorum is obtainable (or even if obtainable, if such quorum so
directs), upon the written determination of independent legal counsel that in
its opinion the applicable standard of conduct have been met.
Section 51. Expenses incurred with respect to any action, suit or proceeding of
the character described in Section 59 of these By-Laws may be advanced by the
corporation prior to the final disposition thereof upon receipt of an
undertaking by or on behalf of the recipient to repay such amount or expense
unless it shall ultimately be determined that he or she is entitled to and is
granted indemnification under these By-Laws.
10
11
Section 52. The rights of indemnification provided by these By-Laws shall be in
addition to any rights to which any such Director, officer, employee or agent
may be entitled under any contract, vote of shareholders or of disinterested
Director or otherwise; and shall continue as to a person who has ceased to be a
Director, officer, employee or agent of the corporation or of such other
corporation, partnership, trust or other enterprise, and in the event of such
person's death, the rights provided under the terms of these By-Laws shall inure
to his heirs and legal representatives.
11