EXHIBIT 3.30
BYLAWS
OF
HAWAIIAN INDEPENDENT REFINERY, INC.
ARTICLE I
Stockholders
Section 1. Annual Meeting. The annual meeting of the Corporation shall
be held within five months following the close of each fiscal year on the day
and at the place the president directs. If the president does not designate such
day and place by the end of the third month following the close of the fiscal
year, and unless the Board of Directors designates some other date, the annual
meeting for that year shall be held in the Corporation's principal office on the
last Wednesday in the fifth month following the close of the fiscal year. If
that day is a legal holiday, the meeting shall be held on the next succeeding
day not a legal holiday.
Section 2. Special Meetings. Special meetings of the stockholders may be
held at any time upon the call of the president or the Board of Directors and
shall be called by the president upon the written request of stockholders owning
25% or more of the shares entitled to vote at such meeting. Such request shall
state the purposes of the proposed meeting. Business transacted at any special
meeting of the stockholders shall be limited to the purposes stated in the
notice thereof.
Section 3. Notice of Meetings of Stockholders. A written or printed
notice of every meeting of stockholders, stating whether it is an annual or a
special meeting, the place, day and hour thereof and the purposes therefor shall
be given by the secretary not less than ten days before the date of the meeting.
Such notice shall be given to each stockholder entitled to vote at the meeting
by mailing it, postage prepaid, addressed
to such stockholder at his address as it appears on the transfer books of the
corporation. The notice shall be deemed given upon deposit in the United States
mail. If notice is given pursuant to the provisions of this section, the failure
of any stockholder to receive actual notice of meeting shall in no way
invalidate the meeting or any proceedings thereat.
Section 4. Notice Unnecessary. Any stockholder may in writing waive
notice of a meeting before or after the meeting. The attendance of any
stockholder at a meeting, in person or by proxy, shall be deemed a waiver of
notice of meeting unless at the opening of the meeting, he objects to the
holding of the meeting due to improper notice.
Section 5. Quorum. At any duly called meeting of stockholders, the
owners of a majority of the fully paid non-assessable shares of stock issued,
outstanding and entitled to vote, present in person or represented by proxy,
shall constitute a quorum. 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 a different vote is required by express
provision of the statutes or of the Articles of Incorporation, in which case the
express provision shall govern and control the decision of the question.
Section 6. Voting. Each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each fully paid
non-assessable share of the capital stock having voting power held by such
stockholder. At any meeting of the stockholders an executor, administrator,
guardian or trustee may vote in person or by proxy the stock of the Corporation
held by him in such capacity, whether or not such stock has been transferred to
his name on the books of the Corporation. In
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case the stock has not been so transferred to his name on the books of the
company, he shall satisfy the secretary that he is the executor, administrator,
guardian or trustee holding such stock in such capacity before being entitled to
vote the stock. Where the stock is owned by two or more jointly, and is so
registered on the Corporation's record of stock ownership, it may be voted by
any one of the owners in person or by proxy, in the absence of protest by the
others or others.
Section 7. Adjournment. Any meeting of the stockholders, whether annual
or special, may be adjourned from time to time, whether a quorum be present or
not, without notice other than announcement at the meeting. At any such
adjourned meeting at which a quorum is present or represented any business may
be transacted which might have been transacted at the meeting as originally
notified.
ARTICLE II
Board of Directors
Section 1. Powers. The business and affairs of the Corporation shall be
under the direction of its Board of Directors, which may exercise all powers of
the Corporation and do all lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws required to be exercised or
done by the stockholders.
Section 2. Election. The number of directors of the Corporation which
shall constitute the whole Board shall be fixed by the by the stockholders at
each annual meeting, but in no event shall there be less than three directors.
The directors shall be elected at the annual meeting of the stockholders, except
as provided in Article IV, and each director elected shall hold office until his
successor is elected or until his earlier resignation or removal.
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Section 3. Organizational Meeting. An organizational meeting of the
Board of Directors shall be held as soon as practicable after the annual meeting
of the stockholders. At such meeting the Board of Directors shall appoint the
officers of the Corporation for the ensuing year and transact any other
business.
Section 4. Regular Meetings. The Board of Directors may establish
regular meetings to be held without notice on such days and at such places as it
determines. Any business of the Corporation may be transacted at any such
regular meeting.
Section 5. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the chairman of the board, the president, any vice
president, or any two directors.
Section 6. Notice of Meetings of Directors. Except as provided in
Section 4 of this Article II, the secretary shall give notice of each meeting of
the Board of Directors orally or in writing at least one day before the meeting,
stating the place, day and hour thereof. The failure to receive notice shall not
invalidate any action at a meeting of the Board of Directors if a quorum is
present. The presence of any director at a meeting shall constitute waiver of
notice of the meeting. Any director may give written waiver of notice of a
meeting before or after the meeting.
Section 7. Quorum. At all meetings of the Board of Directors a majority
of directors then in office shall constitute a quorum to transact business, and
the majority vote of the directors constituting the quorum shall be the act of
the Board of Directors, except as otherwise specifically provided by statute or
by the Articles of Incorporation or by these Bylaws. If a quorum is not present
at any meeting of the Board of Directors, the directors present may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present.
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Section 8. Committees. The Board of Directors may, by resolution,
designate one or more committees, each committee to consist of two or more of
the directors of the Corporation. The Board may also designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee. Any such committee shall
have and may exercise the powers provided in the resolution. Each committee
shall keep regular minutes of its meetings and report its actions to the Board
of Directors when required.
Section 9. Compensation. Directors, and members of any committee of the
Board of Directors, shall be entitled to reasonable compensation for their
services as directors and committee members as fixed by resolution of the Board
of Directors. A director receiving compensation under these provisions shall not
be barred from serving the Corporation in any other capacity and receiving
reasonable compensation for such other services. Directors and committee members
shall also be entitled to reimbursement for reasonable expenses incurred in
attending meetings.
Section 10. Reliance on Experts. In addition to any rights or duties
prescribed by statute, any director shall perform his duties as such in good
faith, in a manner he reasonably believes to be in the best interest of the
Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his duties, a
director shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by counsel, public accountants, or other persons as
to matters which the director reasonably believes to be within such person's
professional or expert competence, but he shall not be considered to be
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acting in good faith if he has knowledge concerning the matter in question that
would cause such reliance to be unwarranted. A person who so performs his duties
shall have no liability by reason of being or having been a director of the
Corporation.
ARTICLE III
Officers
Section 1. Appointment and Term. The officers of the Corporation shall
be a president, one or more vice presidents, a secretary, a treasurer and such
other officers as the Board of Directors may appoint. There may also be a
chairman of the board, a controller and a general counsel as officers. Officers
may be appointed at any meeting of the Board of Directors. Each officer shall
hold office at the pleasure of the Board of Directors until its next
organizational meeting or until a successor is duly appointed. No officer is
required to be a director or a stockholder of the corporation. Any person may
hold two or more offices except the president may not also be a vice president.
Section 2. Voting of Stock. Unless the Board of Directors otherwise
directs, the president or any vice president shall have full authority to vote
the stock of other corporations owned by the Corporation at all meetings of such
other corporations.
Section 3. Chairman of the Board. If one is appointed, the chairman of
the board shall preside at meetings of the Board of Directors at which he is
present and shall have such other powers and duties as the Board of Directors
assigns.
Section 4. President. The president when present shall preside at all
meetings of the stockholders, and in the absence of a chairman of the board at
all meetings of the Board of Directors. Subject to the authority of the Board of
Directors, he shall be the chief executive officer of the Corporation,
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shall have general and active charge, control and supervision of all its
business and affairs. He shall have such other powers and duties as are given to
him elsewhere by law or in these Bylaws and as the Board of Directors assigns.
Section 5. Vice President. The vice president (or vice presidents, in
the order of priority designated by the Board of Directors) shall assume and
perform the duties of the president in the absence or disability of the
president or whenever the office of president is vacant. Each vice president
shall have such other powers and duties as may be given to him by law or in
these Bylaws and as the Board of Directors assigns.
Section 6. Secretary. The secretary shall attend and keep the minutes of
all meetings of the stockholders and the Board of Directors, in books provided
for that purpose and perform like duties for the standing committees when
required; have charge and custody of the records for the issue and transfer of
shares of the capital stock of the corporation; give all notices as provided by
these Bylaws or the Board of Directors; and have such other powers and duties as
may be incidental to the office of secretary or elsewhere given to him by law or
in these Bylaws and as the Board of Directors assigns.
Section 7. Treasurer. The treasurer shall have the custody of the
corporate securities, maintain banking arrangements, and provide insurance
coverage, as required for the corporation. He shall render to the President and
to the Board of Directors, such accountings as they require. He shall have such
other powers and duties as the Board of Directors assigns. He shall have the
functions of the controller if no person is appointed to that position.
Section 8. Controller. The controller, if appointed, shall be the chief
accounting officer of the Corporation and shall keep or supervise the keeping of
all financial records and
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accounts of the Corporation, disburse funds in payment of corporate debts, and
render to the president and Board of Directors such statements and accountings
as they require. He shall have such other powers and duties as the Board of
Directors assigns.
Section 9. Other Officers. Any other officer appointed by the Board of
Directors shall have such duties as the Board of Directors assigns.
Section 10. Reliance on Experts. In addition to any rights or duties
prescribed by statute, any officer shall perform his duties as such in good
faith, in a manner he reasonably believes to be in-the best interests of the
Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances. In performing his duties, an
officer shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data, in each
case prepared or presented by counsel, public accountants, or other persons as
to matters which the officer reasonably believes to be within such person's
professional or expert competence, but he shall not be considered to be acting
in good faith if he has knowledge concerning the matter in question that would
cause his reliance to be unwarranted. A person who so performs his duties shall
have no liability by reason of being or having an officer of the Corporation.
ARTICLE IV
Removals, Vacancies
Section 1. Removals. The stockholders of the Corporation may remove from
office, for or without cause, any director. The Board of Directors may at any
time, for or without cause, remove from office or discharge from employment any
officer, agent or employee.
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Section 2. Vacancies. In case of any vacancy occurring in the Board of
Directors between meetings of the stockholders, because of death, resignation,
disqualification, removal or other cause, the remaining directors, although less
than a majority of the Board of Directors, may appoint successors to hold the
vacant offices for the unexpired terms thereof, respectively, or until the
stockholders by election fill them.
ARTICLE V
Capital Stock
Section 1. Certificates. The certificates for shares of the capital
stock of the corporation shall be in such form not inconsistent with law, the
Articles of Incorporation and the Bylaws, as the Board of Directors determines.
Section 2. Stock Records. The records of the issuance and transfer of
stock shall plainly show the number of each certificate issued, the date of
issuance, the number of shares represented, the person to whom issued and his
mailing address whether issued fully paid or assessable.
Section 3. Execution. All stock certificates shall be sealed with the
corporate seal and shall be signed either by the president or a vice president,
and by either the secretary or treasurer, or by such other officers as may be
authorized to sign by the Board of Directors.
Section 4. Transfer. Transfer of shares of stock may be made by
endorsement and delivery of the certificate to the Corporation or its transfer
agent. The endorsee shall be entitled to a new certificate upon surrendering the
old certificate and paying any tax or excise assessable on the transfer. No such
transaction shall be valid, except between parties thereto, until the new
certificate is issued and the transfer is recorded on the books of the
Corporation, or transfer agent so as to show the
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names of the parties thereto, their addresses, and the number and description of
the shares transferred. A certificate shall be cancelled upon its surrender for
transfer.
Section 5. Lost Certificates. In case of the loss, mutilation or
destruction of stock certificates, a duplicate certificate may be issued upon
such terms as the Board of Directors prescribes.
Section 6. Fixing a Record Date. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders, to express consent to corporate action in writing without a
meeting, to receive payment of any dividend or other distribution or allotment
of any rights, or to exercise any rights in respect of any change, conversion or
exchange of stock or for the purpose of any other lawful action, the Board of
Directors may fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such action. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
Section 7. Registered Stockholders. The Corporation shall be entitled to
treat the stockholder of record of any shares of its capital stock as the holder
in fact and complete owner thereof, shall not be bound to recognize any
equitable or other claim to or interest in such shares on the part of any other
person except as may be otherwise expressly provided by law.
Section 8. Transfer Agent. Notwithstanding any provisions of this
Article or of these By-Laws, the Board of Directors may appoint a transfer agent
and a registrar of transfers and may require all stock certificates to bear the
signature of
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the transfer agent or the registrar of transfers, or both, or otherwise as the
Board of Directors may direct.
Section 9. Fractional Shares. No holders of shares shall be entitled to
divide the interests represented thereby into fractions of shares.
ARTICLE VI
Execution of Instruments
Section 1. Authorized Signatures. All checks, drafts, notes, bonds,
acceptances, deeds, leases, contracts, stock certificates and all other
instruments shall be signed by the person or persons as provided by general or
special resolution of the Board of Directors or in the absence of any such
general or special resolution applicable to the instrument, then it shall be
signed by the president, a vice president, the secretary or treasurer.
Section 2. Facsimile Signatures and Seal. The Board of Directors may
provide for the execution of checks, dividend warrants, stock certificates,
securities and all other instruments by facsimile signature or signatures of the
person or persons authorized to sign such instruments and for the facsimile seal
of the corporation on such instruments.
ARTICLE VII
Liability of Officers and Directors
Section 1. Exculpation. No director or officer of the Corporation shall
be liable for acts, defaults, or neglects of any other director or officer, or
for any loss sustained by the Corporation, unless the same has resulted from his
own gross and wilful misconduct, or gross and wilful neglect.
Section 2. Indemnification.
(a) The Corporation indemnifies each person who was or is a party
or is threatened to be made a party to any
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civil, criminal, administrative or investigative action, suit or proceeding
(other than action by or in the rights of the Corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the Corporation
or is or was serving in such capacity at the request of the Corporation in any
other corporation, partnership, joint venture, trust or other enterprise,
against expenses, attorneys' fees, judgments, fines and settlements, which were
actually and reasonably incurred by him in such action, suit or proceedings, if
he acted in good faith and in a manner he reasonably believed to be in the best
interests of this Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in the best interest of this
Corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
(b) The Corporation indemnifies each person who is a party or is
threatened to be made a party to any action or suit by or in the right of the
Corporation by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving in such capacity at
the request of the Corporation in any other corporation, partnership, joint
venture, trust or other enterprise, against expenses and attorneys' fees
actually and reasonably incurred by him in the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in the best interest of this Corporation provided that no indemnification
shall be made in respect of any claim, issue or matter as to
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which such person is adjudged to be liable for negligence or misconduct in the
performance of his duty to this Corporation unless and only to the extent that
the court in which such action or suit was brought determines upon application
that, despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses and attorneys' fees which such court deems proper.
(c) To the extent that a person seeking indemnification under
subparagraphs (a) or (b) has been successful on the merits or otherwise in
defense of any action, suit or proceeding, or any claim, issue or matter related
thereto, the Corporation shall indemnify him against expenses and attorneys'
fees actually and reasonably incurred by the person.
(d) The Corporation shall make indemnification payments to or on
behalf of the person seeking them only if authorized in the case in question
upon a determination that indemnification of such person is proper because such
person meets the applicable standards set forth in subparagraphs (a) or (b).
Such determination may be made (l) by the Board of Directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit or
proceedings, or (2) by independent legal counsel in a written opinion to the
Corporation if such a quorum is not available or if a quorum of disinterested
directors so directs, or (3) by a majority vote of stockholders. Notwithstanding
this subparagraph (d) the Board of Directors shall not withhold indemnification
payments if the person is entitled to indemnification under subparagraph (c).
(e) The Board of Directors may authorize payment in advance of
final disposition of an action suit or proceeding for the expenses incurred by a
person seeking indemnification under subparagraphs (a) or (b) provided that such
person delivers a
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written undertaking to repay all amounts advanced to him or on his behalf unless
it is ultimately determined that such person is entitled to indemnification
hereunder.
(f) The indemnification provided by this Section 2 shall not be
deemed exclusive of any other rights to which those indemnified are entitled and
shall continue to a person who ceases to be a director, officer, employee or
agent and shall inure to the benefit of his heirs, executors and administrators.
(g) The Corporation may purchase and maintain insurance on behalf
of any person described in subparagraphs (a) and (b) against liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such. Such insurance may be procured from any insurance company
designated by the Board of Directors.
ARTICLE VIII
General
Section 1. Fiscal Year. The fiscal year of the Corporation shall be a
calendar year unless otherwise fixed by the Board of Directors.
Section 2. Reserve Fund. The Board of Directors may set aside out of the
funds of the Corporation available for dividends such sum or sums as they deem
proper, as a reserve fund, from which to meet contingencies or for equalizing
dividends, or extending or maintaining the works, business, trade, or property
of the Corporation, or any part thereof, or for any other purpose as the
directors deem proper and conducive to the interest of the Corporation, and the
directors may modify or abolish any such reserve at any time and in any manner
as it determines. The Board of Directors may invest the sum or sums set apart as
a reserve fund in such securities or other invest-
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ments as it deems proper, and it may add the income from the investments to the
reserve fund.
Section 3. Seal. The seal of the Corporation shall be circular in form
and shall bear the name of the Corporation and such other words, devices and
inscription as the Board of Directors prescribes.
ARTICLE IX
Conformity with Hawaii Statutes
Section 1. Amendment of Bylaws. These Bylaws may be altered, amended,
added to or repealed as provided by Hawaii Statute.
Section 2. Other. Any provision of these Bylaws to the contrary
notwithstanding, this Corporation and its Board of Directors may take any
actions and shall have all powers and authority permitted by the Articles of
Incorporation and Hawaii Statutes then in effect.
* * * *
ADOPTION OF BYLAWS
We, the undersigned on this first day of May , 1979, having executed the
Articles of Incorporation of the above-named corporation for the purpose of
incorporating the same under and in accordance with the laws of
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the State of Hawaii, do hereby, pursuant to said laws, adopt the foregoing
provisions as the Bylaws of said corporation.
/s/ JAMES S. GARY
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JAMES F. GARY
/s/ LOWELL E. MEE
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LOWELL E. MEE
/s/ DAVID C. VAUGHAN
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DAVID C. VAUGHAN
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