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Exhibit 3.12
BY-LAWS OF RIVER MARINE TERMINALS, INC.
ARTICLE I
MEETING OF STOCKHOLDERS
Sec. 1 - The annual meeting of stockholders of the corporation for the
election of directors and for the transaction of such other business as may
properly come before the meeting shall be held on the ______ Monday in ______ of
each year, if not a legal holiday, and if a legal holiday, on the next following
secular day, and if the election of directors is not held at the annual meeting,
then the Board of Directors shall call a special meeting for that purpose as
soon thereafter as conveniently may be.
Sec. 2 - Special Meetings - Special meetings of the stockholders may be
called at any time by the President or by a majority of the Board of Directors,
or by stockholders holding together not less than one-tenth of the outstanding
capital stock of the corporation entitled to vote at such meeting.
Sec. 3 - Meetings of the stockholders may be held within or without the
State of West Virginia at such place as the Board of Directors may from time to
time determine, and until otherwise determined, shall be held in the offices of
the Company.
Sec. 4 - Except as otherwise provided by law, notice of each meeting of
the stockholders, whether annual or special, shall be given to each stockholder
of record of the corporation entitled to vote at such meeting, at least ten (10)
days before the date on which the meeting is to be held, by personal service of
such notice or by mailing such notice by United States Mail, postage prepaid,
addressed to him at his last known post office address. No publication of notice
of such meeting shall be required, and no notice of any meeting of stockholders
shall be required to be given to any stockholder who shall attend such meeting
in person or by proxy, or if any such stockholder shall waive notice of the
meeting in writing. No notice of any adjourned meeting of stockholders need be
given.
Sec. 5 - Quorum - At all meetings of the stockholders of the
corporation, a majority in interest of the corporation entitled to vote shall be
present in person or by proxy to constitute a quorum for the transaction of
business. In the absence of a quorum, a majority in interest of those present in
person or by proxy entitled to vote may adjourn the meeting to any later date,
and at such adjourned meeting, at which a quorum may be present, any business
may be transacted as might have been transacted at the meeting as originally
called.
Sec. 6 - Organization - At all meetings of the stockholders, the
President, or in his absence, a Chairman chosen by stockholders holding a
majority interest in stock represented at such meeting, shall act as Chairman.
The Secretary of the corporation shall act as Secretary at all meetings of the
stockholders, or in his absence, the Chairman of the meeting may appoint any
person to act as Secretary.
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Sec. 7 - Voting - At each meeting of the stockholders, every
stockholder of the corporation shall be entitled to one vote for each share of
the capital stock of the corporation held by him and registered in his or her
name of the books of the corporation at the time of such meeting, unless
otherwise provided by the Articles of Incorporation or these By-Laws. The vote
on stock of the corporation may be given by the stockholders entitled thereto,
in person or by his proxy appointed by an instrument in writing, subscribed by
such stockholder and delivered to the Secretary of the meeting. And at all
meetings of the stockholders all questions shall be decided by a vote of the
majority in interest of the stockholders of the corporation present in person or
by proxy and entitled to vote, a quorum being present, unless otherwise
specifically provided by law. In all voting for Directors, the voting shall be
by ballot signed by the stockholders or their proxy, unless such voting shall be
waived by unanimous consent of those present.
ARTICLE II
BOARD OF DIRECTORS
Sec. 1 - General Powers - The property, affairs and business of the
corporation shall be managed by a Board of Directors.
Sec. 2 - Number, term of office, qualifications - The number of
Directors shall be three (3), who need not be stockholders and who need not be
residents of the state of West Virginia. The Directors shall be elected
annually, and shall continue to hold office until their successors are
respectively elected and qualified, or until resignation or removal in the
manner hereinafter provided.
Sec. 3 - Election of Directors - At all meetings of the stockholders
for the election of Directors, at which a quorum is present, the persons
receiving the greatest number of votes shall be the Directors.
Sec. 4 - Organization - At all meetings of the Board of Directors, the
President, or in his absence, a Chairman chosen by a majority of the Directors
present, shall preside. The Secretary of the corporation shall act as Secretary
of the Board of Directors. In the absence of the Secretary, the Chairman may
appoint any person to act as Secretary of the meeting.
Sec. 5 - Resignations - Any Director of the corporation may resign at
any time by giving written notice to the President or to the Secretary of the
corporation. Such resignation shall take effect at the time specified therein,
and unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Sec. 6 - Vacancies - Any vacancy in the Board of Directors because of
death, resignation, disqualification, or other cause, shall be filled only by
the stockholders at any regular or special meeting thereof.
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Sec. 7 - Place of Meetings, etc. - The Board of Directors may hold its
meetings, have one or more offices, and keep books and records of the
corporation, at such place or places within or without the State of West
Virginia as the board may from time to time determine. In case the original
stock and transfer books of the corporation are kept without said State, a
duplicate of each thereof shall be kept at the principal office in this State.
Sec. 8 - Officers - The Board of Directors shall have power to elect or
appoint all necessary officers and committees, to employ agents, to prescribe
their duties, to remove any officer or employee, and generally to control all
the officers of the corporation.
Sec. 9 - Regular Meetings - 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 Board, but the Directors shall meet not less regularly
than monthly.
Sec. 10 - Special Meetings - Special meetings of the Board may be
called by the President or by the Secretary, upon the written request of any two
Directors, upon two (2) days notice thereof to each Director.
Sec. 11 - Quorum and Manner of Acting - A majority of the Directors in
office at the time of any regular or special meeting of the Board of Directors
shall be present in person at such meeting in order to constitute a quorum for
the transaction of business at such meeting, and except matters the manner of
deciding which is expressly regulated by statute, the act of a majority of the
Directors present at any such meeting, at which a quorum is present, shall be
the act of the Board of Directors. In the absence of a quorum, a majority of the
Directors present may adjourn the meeting from time to time until a quorum is
had. Notice of an adjourned meeting need not be given. The Directors shall act
only as a Board and the individual Directors shall have no powers as such.
Sec. 12 - Removal of Directors - Any Director at any time may be
removed from office, with or without cause, by the affirmative vote of a
majority in interest of the stockholders of record of the corporation entitled
to vote, given at a special meeting of the stockholders called for the purpose.
And the vacancy in the Board of Directors caused by any such removal may be
filled by the stockholders at such meeting.
ARTICLE III
OFFICERS
Sec. 1 - The officers of the corporation shall be a President, a
Secretary, and a Treasurer. The same person may be elected to fill more than one
of said offices at the same time, except that the same person may not be
President and Secretary. The Stockholder may from time to time create such
offices as Vice-Presidents as they deem
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appropriate, and those offices shall be filled by the Directors from time to
time. The Directors may elect such Assistant Secretaries and Assistant
Treasurers as they may choose.
Sec. 2 - Election and Tenure of Office - The officers shall be elected
by the Board of Directors annually at the first meeting of the Board after the
annual election of the Directors. They shall hold office, unless sooner removed
by the Directors, until the election or appointment of their successors.
Sec. 3 - President - The President shall, when present, preside at all
meetings of the Directors, and act as temporary Chairman at and call to order
all meetings of the stockholders; he shall have power to call special meetings
of the stockholders and Board of Directors for any purpose or purposes; pursuant
to the direction of the Directors he may appoint and discharge employees and
agents of the corporation and fix their compensation; together with the
Secretary, the President may make and sign contracts and agreements for which
provision has been made in the annual budget; and while the Directors are not in
session he shall have the general management and control of the business and
affairs of the corporation; and he shall generally do and perform all acts
incident to the office of President or which are authorized or required by law.
Sec. 4 - Secretary - The Secretary shall give or cause of be given
notice of all meetings of stockholders and Directors, and all other notices
required to be given by law or these By-Laws, and in case of his absence,
refusal or neglect so to do, any such notice may be given by any person directed
to do so by the President or by the Board of Directors or stockholders, upon
whose request the meeting is called, as provided in these By-Laws. He shall
record all the proceedings of the meetings of the corporation and of the
Directors in a book to be kept for that purpose, and shall perform such other
duties as may be assigned to him by the Directors or the President. He shall
have the custody of the seal of the corporation, if any, and shall affix the
same to all instruments requiring it, when authorized by the Directors or the
President, and attest the same, and he shall, unless otherwise determined by the
Directors, have charge of the original stock books and stock ledger, and act as
transfer agent in respect of the stock and securities of the corporation, and he
shall perform all other duties incident to the office of a Secretary.
Sec. 5 - Treasurer - The Treasurer shall have custody of the funds,
securities, evidences of indebtedness and other valuable endorsements of the
corporation, except as otherwise provided by the Board of Directors; he shall
receive and give or cause to be given receipts and acquittances for money paid
in on account of the corporation and shall pay out of the funds on hand all just
debts of the corporation, of whatever nature, upon the maturity of same, except
as otherwise provided by the Board of Directors; he shall enter or cause to be
entered in the books of the corporation kept for that purpose full and accurate
accounts of all monies received and paid out on account of the corporation, and
whenever required by the President or the Directors, he shall render a statement
of his cash account and such other statements as the Board of Directors or
President may from time to time direct. The Treasurer shall keep, or cause to be
kept,
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such other books as will show a true record of the expenses, gains, losses,
assets and liabilities of the corporation, and he shall, if required, give the
corporation a bond for the faithful discharge of his duties, in such amount and
with such surety as the Board of directors shall prescribe.
ARTICLE IV
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Sec. 1 - Contracts - The President shall have the power with the
Secretary to sign contracts for capital acquisitions or improvements which have
been provided for in the capital budget, but the Board of Directors shall first
have authorized the execution of any contract in the name of and in behalf of
the Corporation, except that authority for the conduct of the day to day affairs
of the Company may be generally authorized at the discretion of the Directors.
Sec. 2 - Drafts, Checks, Etc. - All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the corporation shall be signed by such officer or officers, agent or
agents of the corporation, and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Sec. 3 - Deposits - All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies or other depositories as the President may select, unless a depository
or depositories be specifically designated by the Board of Directors.
ARTICLE V
CAPITAL STOCK
Sec. 1 - Issue of Certificates of Stock - Every holder of stock in the
corporation shall be entitled to have a certificate signed by or in the name of
the corporation, by the President, and the Secretary of the corporation,
certifying the number of shares owned by him in the corporation.
Sec. 2 - Transfer of Shares - The shares of stock of the corporation
shall be transferable only upon its books by the holders thereof, in person or
by their duly authorized attorneys or legal representatives, and upon such
transfer the old certificate shall be surrendered to the corporation by the
delivery thereof to the person in charge of the stock and transfer books and
ledgers, or to such other person as the Directors may designate, by whom they
shall be cancelled, and new certificate shall thereupon be issued. A record
shall be made of each transfer. The Directors may close the transfer book for
not exceeding twenty (20) days next preceding the day appointed for the payment
of any dividend.
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ARTICLE VI
SEAL
The Board of Directors may provide a corporate seal which shall be
circular in form and shall bear the full name of the corporation, and the words,
"A West Virginia Corporation", but until the Board of Directors adopts such a
seal, the corporation may operate without a corporate seal.
ARTICLE VII
AMENDMENTS
The stockholders, by the affirmative vote of the holders of a majority
of the stock represented at any meeting at which there is a quorum, may at any
meeting, provided the substance of the proposed amendment shall have been stated
in the notice of meeting, amend or alter any of these By-Laws. A copy of such
amended By-Laws shall be sent to each stockholder within ten (10) days after the
adoption of same.
ARTICLE VIII
WAIVER OF NOTICE
Whenever notice is required to be given to stockholders or Directors,
and such notice may legally be waived, a waiver thereof, signed by the
stockholders or Directors as the case may be, shall have the same force and
effect as though notice had been duly given.
ARTICLE IX
PROVISION RELATING TO COMPENSATION OF OFFICERS
Any payments made to an officer of the corporation, such as salary,
commission, expense reimbursement, or otherwise, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer to the corporation to the full extent of such
disallowance. In lieu of repayment by the officer, subject to the determination
of the Directors, proportionate amounts may be withheld from his future
compensation until the amount owed to the corporation shall have been recovered.
Upon his election, each officer shall be notified of this By-Law provision.
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ARTICLE X
The Stockholders and Board of Directors are authorized to act without
meeting, provided all of the Stockholders or Directors, as the case may be,
shall agree in writing to such corporate action being taken, as provided in
Section 31-1-73, West Virginia Code, when and as they deem appropriate.
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