EXHIBIT 3.16
BY-LAWS
of
PENNSYLVANIA GLASS SAND CORPORATION
_____________________
(herein called the "Company")
ARTICLE I
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Stockholders
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Section 1.01. Annual Meeting. The Board of Directors by resolution shall
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designate the time, place and date (which shall be, in the case of the first
annual meeting, not more than 13 months after the organization of the Company
and, in the case of all other annual meetings, not more than 13 months after the
date of the last annual meeting) of the annual meeting of the stockholders for
the election of directors and the transaction of such other business as may come
before it.
Section 1.02. Special Meetings. Special meetings of the stockholders, for
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any purpose or purposes, may be called at any time by the Chairman, the Vice-
Chairman, the President, any Vice-President, the Treasurer, the Secretary or the
Assistant Secretary, by resolution of the Board of Directors or upon written
request by the holders of one-third of the outstanding shares. Special meetings
of stockholders shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.
Section 1.03. Notice of Meetings of Stockholders. Whenever stockholders
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are required or permitted to take any action at a meeting, written notice of the
meeting shall be given (unless that notice shall be waived or unless the meeting
is to be dispensed with in accordance with the provisions of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation of
the Company and Section 1.12 hereof) which shall state the place, date and hour
of the meeting and, in the case of a special meeting, the purpose or purposes
for which the meeting is called. The written notice of any meeting shall be
given, personally or by mail, not less than ten nor more than sixty days before
the date of the meeting to each stockholder entitled to vote at such meeting.
If mailed, such notice is given when deposited in the United States mail,
postage prepaid, directed to the stockholder at his address as it appears on the
records of the Company.
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. At the adjourned meeting the
Company may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting.
Section 1.04. Quorum. At all meetings of the stockholders, the holders of
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one-third of the stock issued and outstanding and entitled to vote thereat,
present in person or by proxy, shall constitute a quorum for the transaction of
any business.
When a quorum is once present to organize a meeting, it is not broken by
the subsequent withdrawal of any stockholders.
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The stockholders present may adjourn the meeting despite the absence of a
quorum and at any such adjourned meeting at which the requisite amount of voting
stock shall be represented, the Company may transact any business which might
have been transacted at the original meeting had a quorum been there present.
Section 1.05. Method of Voting. The vote upon any question before the
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meeting need not be by ballot. All elections and all other questions shall be
decided by a plurality of the votes cast, at a meeting at which a quorum is
present, except as expressly provided otherwise by the General Corporation Law
of the State of Delaware or the Certificate of Incorporation.
Section 1.06. Voting Rights of Stockholders and Proxies. Each stockholder
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of record entitled to vote in accordance with the laws of the State of Delaware,
the Certificate of Incorporation or these By-Laws, shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of
stock entitled to vote standing in his name on the books of the Company, but no
proxy shall be voted on after three years from its date, unless the proxy
provides for a longer period.
Section 1.07. Ownership of its Own Stock. Shares of its own capital stock
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belonging to the Company or to another corporation, if a majority of the shares
entitled to vote in the election of directors of such other corporation is held,
directly or indirectly, by the Company, shall neither be entitled to vote nor be
counted for quorum purposes. Nothing in this section shall be construed as
limiting the right of any corporation to vote stock, including but not limited
to its own stock, held by it in a fiduciary capacity.
Section 1.08. Voting by Fiduciaries and Pledgors. Persons holding stock
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in a fiduciary capacity shall be entitled to vote the shares so held. Persons
whose stock is pledged shall be
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entitled to vote, unless in the transfer by the pledgor on the books of the
Company he has expressly empowered the pledgee to vote thereon, in which case
only the pledgee, or his proxy, may represent such stock and vote thereon.
Section 1.09. Fixing Date for Determination of Stockholders of Record. In
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order to determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express consent to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled 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 meeting, nor more than sixty days prior to any
other action. If no record date is fixed by the Board of Directors, the record
date shall be determined in accordance with the provisions of the General
Corporation Law of the State of Delaware.
Section 1.10. List of Stockholders. The officer who has charge of the
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stock ledger of the Company shall prepare and make, at least ten days before
every meeting of the stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held (which place shall be specified in the notice of
the meeting or, if not so specified, at the place where said meeting is to be
held), and the list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who may be present. Upon the
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willful neglect or refusal of the directors to produce such a list at any
meeting for the election of directors, they shall be ineligible for election to
any office at such meeting.
Section 1.11. Stockholder's Right of Inspection. Stockholders of record,
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in person or by attorney or other agent, shall have the right, upon written
demand under oath stating the purpose thereof, during the usual hours for
business to inspect for any proper purpose the Company's stock ledger, a list of
its stockholders, and its other books and records, and to make copies or
extracts therefrom. A proper purpose shall mean a purpose reasonably related to
such person's interest as a stockholder. In every instance where an attorney or
other agent shall be the person who seeks the right to inspection, the demand
under oath shall be accompanied by a power of attorney or such other writing
which authorizes the attorney or other agent to so act on behalf of the
stockholder. The demand under oath shall be directed to the Company at its
registered office in this State or at its principal place of business.
The stock ledger shall be the only evidence as to who are the stockholders
entitled to examine the stock ledger, the list required by Section 1.10 or the
books of the Company, or to vote in person or by proxy at any meeting of the
stockholders.
Section 1.12. Consent in Lieu of Meeting. Any corporate action, with
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respect to which the vote of the stockholders at a meeting thereof is required
or permitted by any provision of the General Corporation Law of the State of
Delaware, the Certificate of Incorporation of the Company, or these By-Laws, may
be taken without that vote and meeting, and that vote and meeting may be
dispensed with, if that corporate action has been consented to in writing by the
holders of a majority (or, if with respect to a particular corporate action the
General Corporation Law of the State of Delaware, the Certificate of
Incorporation of the Company or these By-Laws
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specifies a greater percentage, by the holders of that percentage) of the stock
that would have been entitled to vote upon that action if a meeting were held.
Prompt notice shall be given to all stockholders of the taking of any corporate
action pursuant to the provisions of that paragraph unless that action has been
consented to in writing by the holders of all of the stock that would have been
entitled to vote upon that action if a meeting were held.
ARTICLE II
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Directors
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Section 2.01. Management of Business. The business of the Company shall
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be managed by its Board of Directors.
The Board of Directors, in addition to the powers and authority expressly
conferred upon it herein, by statute, by the Certificate of Incorporation of the
Company or otherwise, is hereby empowered to exercise all such powers as may be
exercised by the Company, except as expressly provided otherwise by the statutes
of the State of Delaware, by the Certificate of Incorporation of the Company or
by these By-Laws.
Without prejudice to the generality of the foregoing, the Board of
Directors, by resolution or resolutions, may create and issue, whether or not in
connection with the issue and sale of any shares of stock or other securities of
the Company, rights or options entitling the holders thereof to purchase from
the Company any shares of its capital stock of any class or classes or any other
securities of the Company, such rights or options to be evidenced by or in such
instrument or instruments as shall be approved by the Board of Directors. The
terms upon which, including the
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time or times, which may be limited or unlimited in duration, at or within
which, and the price or prices at which, any such rights or options may be
issued and any such shares or other securities may be purchased from the Company
upon the exercise of any such right or option shall be such as shall be fixed
and stated in the resolution or resolutions adopted by the Board of Directors
providing for the creation and issue of such rights or options, and, in every
case, set forth or incorporated by reference in the instrument or instruments
evidencing such rights or options. In the absence of actual fraud in the
transaction, the judgment of the directors as to the consideration for the
issuance of such rights or options and the sufficiency thereof shall be
conclusive. In case the shares of stock of the Company to be issued upon the
exercise of such rights or options shall be shares having a par value, the price
or prices so to be received therefor shall not be less than the par value
thereof. In case the shares of stock so to be issued shall be shares of stock
without par value, the consideration therefor shall be determined in the manner
provided in Section 153 of the General Corporation Law of the State of Delaware.
Section 2.02. Qualifications and Number of Directors. Directors need not
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be stockholders. The number of directors which shall constitute the whole Board
shall be not less than three nor more than eleven.
Section 2.03. Election and Term. The directors shall be elected at the
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annual meeting of the stockholders, and each director shall be elected to hold
office until his successor shall be elected and qualified, or until his earlier
resignation or removal.
Section 2.04. Resignations. Any director of the Company may resign at any
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time by giving written notice to the Company. Such resignation shall take
effect at the time specified therein, if any, or if no time is specified
therein, then upon receipt of such notice by the
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Company; and, unless otherwise provided therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 2.05. Vacancies and Newly Created Directorships. Vacancies and
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newly created directorships resulting from any increase in the authorized number
of directors may be filled by a majority of the directors then in office, though
less than a quorum, or by a sole remaining director, and the directors so chosen
shall hold office until their successors shall be elected and qualified, or
until their earlier resignation or removal. When one or more directors shall
resign from the Board, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have power to fill
such vacancy or vacancies, the vote thereon to take effect when such resignation
or resignations shall become effective, and each director so chosen shall hold
office as herein provided in the filling of other vacancies.
Section 2.06. Quorum of Directors. At all meetings of the Board of
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Directors, one-third of the entire Board shall constitute a quorum for the
transaction of business and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as provided in Sections 2.05 and 2.12 hereof.
A majority of the directors present, whether or not a quorum is present,
may adjourn any meeting of the directors to another time and place. Notice of
any adjournment need not be given if such time and place are announced at the
meeting.
Section 2.07. Annual Meeting. The newly elected Board of Directors shall
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meet immediately following the adjournment of the annual meeting of stockholders
in each year at the same place, within or without the State of Delaware, and no
notice of such meeting shall be necessary.
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Section 2.08. Regular Meetings. Regular meetings of the Board of
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Directors may be held at such time and place, within or without the State of
Delaware, as shall from time to time be fixed by the Board and no notice thereof
shall be necessary.
Section 2.09. Special Meetings. Special meetings may be called at any
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time by the President, the Secretary or by resolution of any two Directors.
Special meetings shall be held at such place, within or without the State of
Delaware, as shall be fixed by the person or persons calling the meeting and
stated in the notice or waiver of notice of the meeting.
Special meetings of the Board of Directors shall be held upon notice to the
directors or waiver thereof.
Unless waived, notice of each special meeting of the directors, stating the
time and place of the meeting, shall be given to each director by delivered
letter, by telegram or by personal communication either over the telephone or
otherwise, in each such case not later than the second day prior to the meeting,
or by mailed letter deposited in the United States mail with postage thereon
prepaid not later than the seventh day prior to the meeting. Notices of special
meetings of the Board of Directors and waivers thereof need not state the
purpose or purposes of the meeting.
Section 2.10. Action Without a Meeting. Any action required or permitted
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to be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if all members of the Board or committee, as the
case may be, consent thereto in a writing or writings and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
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Section 2.11. Compensation. Directors shall receive any such fixed sums
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and expenses of attendance for attendance at each meeting of the Board or of any
committee and/or any such salary as may be determined from time to time by the
Board of Directors; provided that nothing herein contained shall be construed to
preclude any director from serving the Company in any other capacity and
receiving compensation therefor.
Section 2.12. Executive Committee. The Board of Directors may, by
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resolution or resolutions, passed by a majority of the whole Board, designate an
Executive Committee (and may discontinue the same at any time) to consist of
three or more of the directors of the Company. The members shall be appointed
by the Board and shall hold office at the pleasure of the Board. The Board may
designate one or more directors as alternate members of the Committee, who may
replace an absent or disqualified member at any meeting of the Committee. The
Executive Committee shall have and may exercise all the powers of the Board of
Directors (when the Board is not in session) in the management of the business
and affairs of the Company (and may authorize the seal of the Company to be
affixed to all papers which may require it), except that the Executive Committee
shall have no power (a) to elect directors; (b) to alter, amend or repeal these
By-Laws or any resolution or resolutions of the directors designating an
Executive Committee; (c) to declare any dividend or make any other distribution
to the stockholders of the Company; or (d) to appoint any member of the
Executive Committee. Regular meetings of the Executive Committee may be held at
such time and place, within or without the State of Delaware, as shall from time
to time be fixed by the Executive Committee and no notice thereof shall be
necessary. Special meetings may be called at any time by any officer of the
Company or any member of the Committee. Special meetings shall be held at such
place, within or without the State of Delaware, as shall be fixed by the person
calling the meeting
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and stated in the notice or waiver of the meeting. A majority of the members of
the Executive Committee shall constitute a quorum for the transaction of
business and the act of a majority present at which there is a quorum shall be
the act of the Executive Committee. Notice of each special meeting of the
Executive Committee shall be given (or waived) in the same manner as notice of a
directors' meeting.
ARTICLE III
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Officers
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Section 3.01. Number. The officers of the Company shall be chosen by the
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Board of Directors. The officers shall be a President and/or Chairman, a
Secretary and a Treasurer, and such number of Vice-Presidents, Assistant
Secretaries and Assistant Treasurers, and such other officers, if any, as the
Board may from time to time determine. The Board may choose such other agents
as it shall deem necessary. Any number of offices may be held by the same
person.
Section 3.02. Terms of Office. Each officer shall hold his office until
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his successor is chosen and qualified or until his earlier resignation or
removal. Any officer may resign at any time upon written notice to the Company.
Section 3.03. Removal. Any officer may be removed from office at any time
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by the Board of Directors with or without cause.
Section 3.04. Authority. The Secretary shall record all of the
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proceedings of the meetings of the stockholders and directors in a book to be
kept for that purpose, and shall have the authority, perform the duties and
exercise the powers in the management of the Company
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usually incident to the office held by him, and/or such other authority, duties
and powers as may be assigned to him from time to time by the Board of
Directors, the Chairman, the Vice-Chairman or the President. The other officers,
and agents, if any, shall have the authority, perform the duties and exercise
the powers in the management of the Company usually incident to the offices held
by them, respectively, and/or such other authority, duties and powers as may be
assigned to them from time to time by the Board of Directors or (except in the
case of the Chairman, the Vice-Chairman or the President) by the Chairman, the
Vice President or the President.
Section 3.05. Voting Securities Owned by the Company. Powers of attorney,
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proxies, waivers of notice of meeting, consents and other instruments relating
to securities owned by the Company may be executed in the name of and on behalf
of the Company by the Chairman, the Vice Chairman, the President or any Vice-
President and any such officer may, in the name of and on behalf of the Company,
take all such action as any such officer may deem advisable to vote in person or
by proxy at any meeting of security holders of any corporation in which the
Company may own securities and at any such meeting shall possess and may
exercise any and all rights and powers incident to the ownership of such
securities and which, as the owner thereof, the Company might have exercised and
possessed if present. The Board of Directors may, by resolution, from time to
time confer like powers upon any other person or persons.
ARTICLE IV
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Capital Stock
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Section 4.01. Stock Certificates. Every holder of stock in the Company
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shall be entitled to have a certificate signed by, or in the name of the Company
by, the Chairman, or Vice
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Chairman of the Board of Directors or the President or a Vice-President, and by
the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant
Secretary, of the Company, certifying the number of shares owned by him in the
Company. Where such certificate is signed (1) by a transfer agent other than the
Company or its employee, or (2) by a registrar other than the Company or its
employee, the signatures of the officers of the Company may be facsimiles. In
case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to be such officer before such certificate
is issued, it may be issued by the Company with the same effect as if he were
such officer at the date of issue.
Section 4.02. Transfers. Stock of the Company shall be transferable in
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the manner prescribed by the laws of the State of Delaware.
Section 4.03. Registered Holders. Prior to due presentment for
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registration of transfer of any security of the Company in registered form, the
Company shall treat the registered owner as the person exclusively entitled to
vote, to receive notifications and to otherwise exercise all the rights and
powers of an owner, and shall not be bound to recognize any equitable or other
claim to, or interest in, any security, whether or not the Company shall have
notice thereof, except as otherwise provided by the laws of the State of
Delaware.
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Section 4.04. New Certificates. The Company shall issue a new certificate
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of stock in the place of any certificate theretofore issued by it, alleged to
have been lost, stolen or destroyed, if the owner: (1) so requests before the
Company has notice that the shares of stock represented by that certificate have
been acquired by a bona fide purchaser; (2) files with the Company a bond
sufficient (in the judgment of the directors) to indemnify the Company against
any claim that may be made against it on account of the alleged loss or theft of
that certificate or the issuance of a new certificate; and (3) satisfies any
other requirements imposed by the directors that are reasonable under the
circumstances. A new certificate may be issued without requiring any bond when,
in the judgment of the directors, it is proper so to do.
ARTICLE V
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INDEMNIFICATION
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Section 5.01. The Company shall indemnify its officers, directors,
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employees and agents to the fullest extent permitted by the General Corporation
Law of Delaware and the relevant provision in the Certificate of Incorporation
of the Corporation, if applicable.
ARTICLE VI
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Miscellaneous
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Section 6.01. Offices. The registered office of the Company in the State
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of Delaware shall be as stated in the Certificate of Incorporation or at such
other location to which the registered office shall be changed by action of the
board of directors The Company may also have offices at other places within
and/or without the State of Delaware.
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Section 6.02. Seal. The corporate seal shall have inscribed thereon the
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name of the Company, the year of its incorporation and the words "Corporate Seal
Delaware."
Section 6.03. Checks. All checks or demands for money shall be signed by
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such person or persons as the Board of Directors may from time to time
determine.
Section 6.04. Fiscal Year. The fiscal year shall begin the first day of
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January in each year and shall end on the thirty-first day of December of such
year.
Section 6.05. Waivers of Notice; Dispensing with Notice. Whenever any
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notice whatever is required to be given under the provisions of the General
Corporation Law of the State of Delaware, of the Certificate of Incorporation of
the Corporation, or of these By-Laws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
stockholders need be specified in any written waiver of notice.
Attendance of a person at a meeting of stockholders shall constitute a
waiver of notice of such meeting, except when the stockholder attends a meeting
for the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened.
Whenever any notice whatever is required to be given under the provisions
of the General Corporation Law of the State of Delaware, of the Certificate of
Incorporation of the Company, or of these By-Laws, to any person with whom
communication is made unlawful by any law of the United States of America, or by
any rule, regulation, proclamation or executive order issued
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under any such law, then the giving of such notice to such person shall not be
required and there shall be no duty to apply to any governmental authority or
agency for a license or permit to give such notice to such person; and any
action or meeting which shall be taken or held without notice to any such person
or without giving or without applying for a license or permit to give any such
notice to any such person with whom communication is made unlawful as aforesaid,
shall have the same force and effect as if such notice had been given as
provided under the provisions of the General Corporation Law of the State of
Delaware, or under the provisions of the Certificate of Incorporation of the
Company or of these By-Laws. In the event that the action taken by the Company
is such as to require the filing of a certificate under any of the other
sections of this title, the certificate shall state, if such is the fact and if
notice is required, that notice was given to all persons entitled to receive
notice except such persons with whom communication is unlawful.
Section 6.06. Loans to and Guarantees of Obligations of Employees and
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Officers. The Company may lend money to or guaranty any obligation of, or
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otherwise assist any officer or other employee of the Company or of a
subsidiary, including any officer or employee who is a director of the Company
or a subsidiary, whenever, in the judgment of the Board of Directors, such loan,
guaranty or assistance may reasonably be expected to benefit the Company. The
loan, guaranty or other assistance may be with or without interest, and may be
unsecured, or secured in such manner as the Board of Directors shall approve,
including, without limitation, a pledge of shares of stock of the Company.
Nothing in this Section contained shall be deemed to deny, limit or restrict the
powers of guaranty or warranty of the Company at common law or under any other
statute.
Section 6.07. Amendment of By-Laws. These By-Laws may be altered, amended
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or repealed at any meeting of the Board of Directors.
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Section 6.08. Section Headings and Statutory References. The headings of
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the Articles and Sections of these By-Laws, have been inserted for convenience
of reference only and shall not be deemed to be a part of these By-Laws.
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