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EXHIBIT 3.12
BYLAWS
OF
NEWPARK MARINE FABRICATORS, INC.
ARTICLE ONE: REGISTERED OFFICE AND AGENT
1.1 REGISTER OFFICE AND AGENT. The registered office of the
corporation is located at 811 Dallas Avenue, Houston, Texas, 77012. The name
of the registered agent of the corporation at such address is CT Corporation
System.
ARTICLE TWO: SHAREHOLDERS' MEETINGS
2.1 PLACE OF MEETINGS. All meetings of the shareholders shall be
held at the registered office of the corporation, or by telephone, or at such
other places within or without the State of Texas, as may be designated from
time to time by the Board of Directors.
2.2 TIME OF ANNUAL MEETING. The annual meetings of the
shareholders shall be held each year at ______ p.m. on the first Tuesday of
April. If this day falls on a legal holiday, the annual meeting shall be held
at the same time on the next following business day.
2.3 NOTICE OF SHAREHOLDERS' MEETING. Written or printed notice
stating the place, day and hour of the shareholders' meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be delivered to each shareholder entitled to vote at such meeting not less than
ten (10) days nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the Officer or person calling the meeting, with postage thereon
prepaid, addressed to the shareholder at his address as it appears on the share
transfer records of the corporation, or that address given by the shareholder
to the corporation for the purpose of notice. Notice of adjourned meetings is
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necessary unless the meeting is adjourned for thirty (30) days or more, in
which case notice of the adjourned meeting shall be given as in the case of any
special meeting.
2.4 SPECIAL MEETINGS. Special meetings of the shareholders for any
purpose or purposes whatsoever may be called at any time (1) by the President,
the Board of Directors, or such other person or persons as may be authorized in
the Articles of Incorporation or the Bylaws, or (2) by the holders of at least
ten percent (10%) of all the shares entitled to vote at the proposed special
meeting, unless the Articles of Incorporation provide for a number of shares
greater than or less than ten percent (10%), in which event special meetings of
the shareholders may be called by the holders of at least the percentage of
shares so specified in the Articles of Incorporation, but in no event shall the
Article of Incorporation provide for a number of shares greater than fifty
percent (50%). The record date for determining shareholders entitled to call a
special meeting shall be the date the first shareholder signs the notice of
that meeting. Only business within the purpose or purposes described in the
notice required in Article 2.03 may be conducted at a special meeting of the
shareholders.
2.5 QUORUM. With respect to any matter, a quorum shall be present
at a meeting of the shareholders if the holders of a majority of the shares
entitled to vote on that matter are represented at the meeting in person or by
proxy. Once a quorum is present at a meeting of shareholders, the shareholders
represented in person or by proxy at the meeting may conduct such business as
may be properly brought before the meeting until it is adjourned, and the
subsequent withdrawal from the meeting of any shareholder or the refusal of any
shareholder represented in person or by proxy shall not affect the presence of
a quorum at the meeting.
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The shareholders represented in person or by proxy at a meeting of
shareholders at which a quorum is not present may adjourn the meeting until
such time and to such place as may be determined by vote of the holders of a
majority of the shares represented in person or by proxy at that meeting.
2.6 VOTING. Only persons listed as shareholders on the share
transfer records for shares of the corporation on the record date shall be
entitled to notice of and to vote at any shareholder meeting. The record date
for such determination of shareholders shall be the date on which notice of the
meeting is mailed, unless some other day is fixed by the Board of Directors for
the determination of shareholders of record. Each outstanding share,
regardless of class, shall be entitled to one vote on each matter submitted to
a vote at a meeting of the shareholders, except (a) to the extent the Articles
of Incorporation provide for more or less than one vote per share or (if and to
the extent permitted by the Texas Business Corporation Act) limit or deny
voting rights to the holders of the shares of any class or series, or (b) as
otherwise provided by the Texas Business Corporation Act.
With respect to any matter, other than the election of directors or a
matter for which the affirmative vote of the holders of a specified portion of
the shares entitled to vote is required by the Texas Business Corporation Act,
the affirmative vote of the holders of a majority of the shares entitled to
vote on that matter and represented in person or by proxy at a meeting of the
shareholders at which a quorum is present shall be the act of the shareholders
unless otherwise provided in the Articles of Incorporation or these Bylaws in
accordance with Article 2.28B of the Texas Business Corporation Act.
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2.7 PROXIES. Any shareholder entitled to vote or execute
consents may do so either in person or by proxy executed in writing by the
shareholder. A telegram, telex, cablegram, or similar transmission by the
shareholder, shall be treated as an execution in writing for purposes of this
provision. No proxy shall be valid after eleven (11) months from the date of
its execution, unless otherwise provided in the proxy.
2.8 CONSENT OF ABSENTEES. No defect in the calling or noticing of
a shareholders' meeting will affect the validity of any action at the meeting
if a quorum was present and if each shareholder, not present in person or by
proxy, signs a written waiver of notice, consents to the holding of the
meeting, or approves the minutes of the meeting, either before or after the
meeting, and those waivers, consents, or approvals are filed with the corporate
records or made a part of the minutes of such meeting.
2.9 UNANIMOUS WRITTEN CONSENT IN LIEU OF MEETING. Any action
required by the Texas Business Corporation Act to be taken at any annual or
special meeting of the shareholders, or any action which may be taken at any
annual or special meeting of shareholders, may be taken without a meeting,
without prior notice, and without a vote, if a consent or consents in writing,
setting forth the action so taken, shall have been signed and dated by the
holder or holders of all the shares entitled to vote with respect to the action
that is the subject of the consent. Such consents are filed with the Secretary
of the corporation.
ARTICLE THREE: DIRECTORS
3.1 POWERS. The powers of the corporation shall be exercised by
or under the authority of, and the business and affairs of the corporation
shall be managed under direction of, the Board of Directors of the corporation,
subject, however, to such limitations as are imposed by law, the
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Articles of Incorporation, or these Bylaws as to actions to be authorized or
approved by the shareholders. The Board of Directors may, by contract or
otherwise, grant general, limited, or special power and authority to the
officers and employees of the corporation to transact the general business, or
any special business, of the corporation, and may give powers of attorney to
agents of the corporation to transact any special business requiring such
authorization.
3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number
of Directors of this corporation shall be at least two (2) and not more than
five (five), as determined from time to time by the Board of Directors. The
Directors need not be shareholders of this corporation or residents of the
State of Texas. The number of Directors may be increased or decreased from
time to time by amendment to these Bylaws or in the manner provided in the
Articles of Incorporation or these Bylaws, but no decrease shall have the
effect of shortening the term of any incumbent Director.
3.3 ELECTION AND TERM OF OFFICE. At the first annual meeting of
shareholders and at each annual meeting thereafter, the holders of shares
entitled to vote in the election of directors shall elect directors by a
majority vote of the shares entitled to vote to hold office until the next
succeeding annual meeting. Unless removed in accordance with provisions of the
Articles of Incorporation or these Bylaws, each director shall hold office for
the term for which he is elected and until his successor shall have been
elected and qualified.
At each election for directors, every shareholder entitled to vote at
such election shall have the right (a) to vote the number of shares owned by
him for as many persons as there are directors to be elected and for whose
election he has a right to vote, or (b) to cumulate his votes (unless the
Articles of Incorporation expressly prohibit such) by giving one candidate as
many votes as the
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number of directors multiplied by his shares shall equal, or by distributing
such votes on the same principal among any number of such candidates. Voting
for the election of Directors shall be by voice unless any shareholder demands
a ballot vote before the voting begins.
3.4 VACANCIES. Any vacancy occurring in the Board of Directors
after the issuance of shares may be filled by the affirmative vote of a
majority of the remaining Directors though less than a quorum of the Board of
Directors, or by the sole remaining Director. The shareholders may elect a
Director at any time to fill any vacancy not filled by the Directors. A
Director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office. Any directorship to be filled by reason of an
increase in the number of directors shall be filled by election at an annual or
special meeting of shareholders called for that purpose.
3.5 REMOVAL OF DIRECTORS. At any meeting of shareholders called
expressly for that purpose any Director or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
3.6 PLACE OF MEETINGS. All meetings of the Board of Directors
shall be held at the principal office of the corporation, or by telephone, or
at such place within or without the State of Texas as may be designated from
time to time by resolution of the Board of Directors or by written consent of
all members of the Board of Directors.
3.7 REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held, without call or notice, immediately following or simultaneous
with each annual meeting of the shareholders of the corporation, and at such
other times as the Directors may from time to time determine.
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3.8 SPECIAL MEETINGS -- CALL AND NOTICE. Special meetings of the
Board of Directors for any purpose may be called at any time by the President
or any Director upon written or printed notice. Written or printed notice of a
special meeting shall state the place, day, hour, and in general terms, the
purpose or purposes of the meeting and the business to be transacted. Notice
shall be mailed, telefaxed, or personally delivered to each Director not later
than two (2) days prior to the day appointed for the special meeting. The
business transacted at the special meeting shall be confined to the purpose(s)
and business stated in the notice. Attendance of a director at a meeting 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 on the ground that the meeting is not lawfully called or convened.
3.9 QUORUM. A majority of the authorized number of Directors shall
be necessary to constitute a quorum for the transaction of business of the
Board of Directors. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of the Board of
Directors, unless the act of a greater number is required by law or the
Articles of Incorporation or these Bylaws.
3.10 BOARD ACTION WITHOUT MEETING Any action required or permitted
to be taken at a meeting of the Board of Directors or any committee may be
taken without a meeting if a consent in writing, setting forth the action so
taken, is signed by all the members of the Board of Directors or committee, as
the case may be. Such consent shall have the same force and effect as a
unanimous vote at a meeting, and may be stated as such in any document or
instrument filed with the Secretary of State.
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3.11 ADJOURNMENT -- NOTICE. A quorum of the Directors may adjourn
any meeting of the Board of Directors to meet again at a stated hour on a
stated day. Notice of the time and place where an adjourned meeting will be
held need not be given to absent Directors if the time and place is fixed at
the adjourned meeting. In the absence of a quorum, the Directors present at
any Directors' meeting, either regular or special, may adjourn from time to
time until the time fixed for the next regular meeting of the Board.
3.12 CONDUCT OF MEETINGS. The Chief Executive Officer of the
corporation, or in the Chief Executive Officer's absence, any Director selected
by the Directors present at the meeting, shall preside at meetings of the Board
of Directors. The Secretary of the corporation or, in the Secretary's absence,
any person appointed by the presiding officer, shall act as Secretary of the
Board of Directors.
3.13 COMPENSATION. Directors and members of any committee of the
Board of Directors may receive such compensation, if any, for their services,
and such reimbursement for expenses, as may be fixed or determined from time to
time by resolution of the Board of Directors.
3.14 INDEMNIFICATION OF DIRECTORS AND OFFICERS. The corporation
shall indemnify a director or an officer of the corporation against reasonable
expenses incurred by him in connection with a proceeding in which he is a named
defendant or respondent because he is or was a director or an officer of the
corporation if he has been wholly successful, on the merits or otherwise, in
the defense of the proceeding, or if a court of competent jurisdiction orders
the corporation to indemnify the director or officer because the court
determines indemnification is proper and equitable.
ARTICLE FOUR: OFFICERS
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4.1. TITLE AND APPOINTMENT. The officers of the corporation shall
consist of a Chief Executive Officer, President and Chief Operating Officer,
Secretary, and a Treasurer, each of whom shall be elected by a majority vote of
the Board of Directors at such time as the Board of Directors may from time to
time designate. Such other officers, including Vice Presidents, assistant
officers, and agents may be appointed by a majority vote of the Board of
Directors, as the Board of Directors shall from time to time determine
necessary. Any two (2) or more offices may be held by the same person. All
officers shall be elected by and shall hold office at the pleasure of the Board
of Directors. The Board of Directors shall fix the compensation and tenure of
all officers.
4.2 CHIEF EXECUTIVE OFFICER/CHAIRMAN OF THE BOARD OF DIRECTORS.
The Chairman of the Board of Directors shall be the Chief Executive Officer of
the corporation and shall preside at all meetings of the shareholders and the
Board of Directors. The Chief Executive Officer shall have general supervisory
authority and power over the business and financial affairs of the corporation.
4.3 PRESIDENT AND CHIEF OPERATING OFFICER. The President of the
Corporation shall also be the Chief Operating Officer of the corporation. He
shall have active and general management of the business operations of the
corporation and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President and Chief Operating Officer
shall have the general powers and duties carried into effect. He shall have
the general powers and duties of supervision and management over the business
operations of the corporation. He also shall appoint and discharge all
subordinate agents and employees and fix their salaries, subject to review by
the Board of Directors, and shall designate the duties they are to perform.
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4.4 VICE-PRESIDENT. In the event of the absence, disability, or
termination of employment for any reason, of the President, the Vice-President
shall in his stead with the same authority, duties and responsibilities as the
President.
4.5 SECRETARY. The Secretary shall keep the minutes of the
meetings of the Board of Directors and the minutes of the meetings of the
shareholders in appropriate books. He shall attend to the giving of all
notices of the corporation. He shall have charge of the books or records
containing the names, alphabetically arranged, of all persons who are
shareholders of the corporation and such other books and papers as the Board
may direct, and shall perform all the duties incidental to his office.
4.6 TREASURER. The Treasurer shall have the care and custody of
all of the funds and securities of the corporation and shall see that the same
are deposited in the name of the corporation in such bank or depositories as
the Board of Directors may from time to time select. The Treasurer shall
supervise and direct all bookkeeping and accounting personnel and functions and
shall have the authority and power to hire and dismiss any bookkeeping or
accounting personnel.
4.7 ASSISTANTS. Assistant secretaries or treasurers shall have
such duties as may be delegated to them by the secretary and treasurer,
respectively.
4.8 TERM OF OFFICE. The officers of the corporation shall hold
office until their successors are chosen and qualify in their stead. Any
officer or agent or member of a committee elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
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
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rights, if any, of the person so removed. If any office becomes vacant for any
reason, the vacancy shall be filled by the affirmative vote of a majority of
the Board of Directors.
4.9 DELEGATION OF DUTIES AND AUTHORITY. In the case of the
absence of any officer of the Corporation, or for any other reason that the
Board may deem sufficient as to any officer, the Board may delegate, for the
time being, the powers or duties, or any of them, of such officer to any other
officer, or to any director, provided a majority of the entire Board concurs
therein.
ARTICLE FIVE: EXECUTION OF INSTRUMENTS
5.1 The Board of Directors may, in its discretion, authorize an
officer or officers, or other person or persons, to execute any corporate
instrument or document, or to sign the corporate name without limitation,
except where otherwise provided by law, and such execution or signature shall
be binding on the corporation.
ARTICLE SIX: ISSUANCE AND TRANSFER OF SHARES
6.1 REQUIREMENT OF PAYMENT FOR SHARES. The corporation may issue
the number of shares stated in the Articles of Incorporation. Certificates for
shares of the corporation may not be issued until the full amount of the
consideration for the shares, fixed as provided by law, has been paid. When
such consideration shall have been paid to the corporation, the shares shall be
deemed to have been issued and shall be considered fully paid and
non-assessable.
6.2 CERTIFICATES REPRESENTING SHARES. The corporation shall
deliver certificates representing shares to which shareholders are entitled.
The certificates shall be in such form as the Board of Directors may provide.
The certificates shall be signed by the President or Vice-President and the
Secretary-Treasurer, and may be sealed with the seal of the corporation or a
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facsimile thereof. The signatures of such officers may be facsimiles, if the
certificates are to be countersigned by a transfer agent or registered by a
registrar.
Each certificate representing shares of the corporation shall state
upon the fact thereof: (1) that the corporation is organized under the laws of
the State of Texas, (2) the name of the person to whom issued, (3) the number
and class of shares and the designation of the series, if any, which such
certificate represents, and (4) the par value of each share represented by such
certificate, or a statement that the shares are without par value.
6.3 REPLACEMENT OF CERTIFICATES. No new certificate representing
shares of the corporation shall be issued until the former certificate for the
shares represented thereby shall have been surrendered and canceled, except in
the case of lost or destroyed certificates in which case the Board of Directors
may order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may deem necessary to impose, including the filing of
sufficient indemnity.
6.4 TRANSFER OF SHARES. The shares and other securities of the
corporation shall be personal property for all purposes and shall be
transferrable in accordance with the provisions of Chapter 8 -- Investment
Securities -- of the Texas Business and Commerce Code, as amended, except as
otherwise provided in the Texas Business Corporation Act. The shares may be
transferred by endorsement, by signature of the owner or the owner's agent,
attorney or legal representative, or by the delivery of the certificate. The
transferee in any transfer of shares shall be deemed to have full notice of,
and to consent to, the Bylaws of the corporation to the same extent as if the
transferee had signed a written assent thereto.
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6.5 RESTRICTIVE ENDORSEMENT. If a restriction on the transfer, or
registration of the transfer, of shares is imposed or agreed to by the
corporation, as permitted by the Texas Business Corporation Act, each
certificate representing shares so restricted: (1) shall conspicuously set
forth a full or summary statement of the restriction on the face of the
certificate, or (2) shall set forth such statement on the back of the
certificate and conspicuously refer to the same on the face of the certificate,
or (3) shall conspicuously state on the face or back of the certificate that
such a restriction exists pursuant to a specified document and (a) that the
corporation will furnish to the record holder of the certificate without charge
upon written request to the corporation at its principal place of business or
registered office a copy of the specified document, or (b) if such document is
one required or permitted to be and has been filed under the Texas Business
Corporation Act, that such specified document is on file in the office of the
Secretary of State and contains a full statement of such restriction.
6.6 RIGHTS TO PURCHASE STOCK OF A SHAREHOLDER.
(a) When a shareholder elects to sell his shares of stock in
the corporation, the right to purchase such shares shall first be made
available to Newpark Marine Fabricators, Inc., on the same terms made available
or offered to any other purchaser for a period of twenty (20) days, and
thereafter offered for an additional period of ten (10) days to the
shareholders of the corporation, pro rata, among the electing shareholders.
(b) In the event of the death of a shareholder, any successor
in interest to the deceased shareholder's stock shall take such stock subject
to the provisions of Paragraph 6.06(a) above.
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6.7 SALES AND OTHER TRANSFERS OF STOCK.
(a) Shareholder Agreements. The shareholders of this corporation may
make agreements between or among themselves through a written shareholders'
agreement, governing the purchase, among themselves, of the stock of this
corporation in the event of the death, bankruptcy, retirement, or disability of
any shareholder, and in the event of a transfer by a shareholder of his stock
by donation to the shareholder's spouse and lineal descendants. A copy of any
such agreement shall be placed on file by the corporation at its principal
place of business or its registered office and shall be subject to the same
right of examination by a shareholder of the corporation, in person or by
agent, attorney or accountant, as are the books and records of the corporation.
The provisions of any such agreement shall be binding upon the parties to the
agreement and their respective heirs, administrators, legatees, executors and
assigns.
(b) Stock Redemption Agreements. The corporation and any
number of the shareholders of the corporation may enter into stock redemption
agreements. A copy of any such agreement shall be placed on file by the
corporation at its principal place of business or its registered office.
ARTICLE SEVEN: RECORD AND REPORTS
7.1 BOOKS AND RECORDS. The corporation shall keep books and
records of account, and shall keep minutes of the proceedings of its
shareholders, its Board of Directors, and each committee of its Board of
Directors. The corporation shall keep at its registered office or its
principal place of business, or at the office of its transfer agent or
registrar, a record of the original issuance of shares issued by the
corporation and a record of each transfer of those shares that have been
presented to the corporation for registration of transfer. Such records shall
contain the names
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and addresses of all past and current shareholders of the corporation and the
number and class of shares issued by the corporation held by each of them.
7.2 EXAMINATION OF BOOKS AND RECORDS. Any person who shall have
been a shareholder for at least six (6) months immediately preceding his
demand, or shall be the holder of at least five percent (5%) of all outstanding
shares of the corporation, upon written demand stating the purpose thereof,
shall have the right to examine, in person or by agent, accountant, or
attorney, at any reasonable time or times, for any proper purpose, its relevant
books and records of account, minutes, and share transfer records, and to make
extracts therefrom. A director may examine the corporation's books and records
of account, share transfer records, corporate minutes and any other corporate
books and records for any purpose reasonably related to the director's service
as a director.
ARTICLE EIGHT: FIXING RECORD DATES
8.1 FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive a distribution by the
corporation (other than a distribution involving a purchase or redemption by
the corporation of any of its own shares) or a share dividend, or in order to
make a determination of shareholders for any other proper purpose (other than
determining shareholders entitled to consent to action by shareholders proposed
to be taken without a meeting of shareholders), the Board of Directors may
provide that the share transfer records shall be closed for a stated period but
not to exceed, in any case, sixty (60) days. If the share transfer records
shall be closed for the purpose of determining shareholders entitled to notice
of or to vote at a meeting of shareholders, such records shall be closed for at
least ten (10) days immediately preceding such meeting.
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ARTICLE NINE: AMENDMENT OF BYLAWS
9.1 AMENDMENT OF BYLAWS. The power to alter, amend, or repeal
these Bylaws is vested in the Board of Directors of the corporation, subject to
repeal, change or amendment by the shareholders of the corporation.
The foregoing Bylaws of Newpark Marine Fabricators, Inc., are
unanimously adopted as the Bylaws of Newpark Marine Fabricators, Inc. by the
Board of Directors of Newpark Marine Fabricators, Inc., on this 10th day of
September, 1997.
DIRECTORS:
/s/ Samuel F. Eakin
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Samuel F. Eakin, Director
/s/ David B. Ammons
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David B. Ammons, Director
Attest: /s/ David B. Ammons
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David B. Ammons, Secretary
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