EXHIBIT 3.27
REGULATIONS
OF
PABTEX GP, LLC
A Texas Limited Liability Company
These Regulations of PABTEX GP, LLC, a Texas limited liability company,
executed December __, 2000, to be effective as of January 1, 2001, are adopted,
executed and agreed to by the sole Member of the Company.
1. Formation. PABTEX GP, LLC (the "Company") has been organized as a
Texas limited liability company under and pursuant to the Texas Limited
Liability Company Act (the "Act").
2. Sole Member. Southern Industrial Services, Inc., a Delaware
corporation, shall be the sole member of the Company (the "Member"). At all
times during which the Company owns the property described in Exhibit A, the
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Company shall have only one member. Any transfers of membership interests in the
Company to a second member shall be null and void.
3. Contributions. In exchange for 100% of the membership interests in the
Company, the undersigned Member has made an initial contribution to the capital
of the Company as shown on the attached Exhibit A. Without creating any rights
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in favor of any third party, the Member may, from time to time, make additional
contributions of cash or property to the capital of the Company, but shall have
no obligation to do so.
4. Distributions. The Member shall be entitled to (a) receive all
distributions (including, without limitation, liquidating distributions) made by
the Company, and (b) enjoy all other rights, benefits and interests in the
Company.
5. Single-Member Limited Liability Company for Tax Purposes. The Member
hereby states its intention that the Company shall be treated as a disregarded
entity for purposes of United States federal income tax laws, and further states
that it will not take any position or make any election, in a tax return or
otherwise, inconsistent herewith. In furtherance of the foregoing, the Company
will file its results of operations as part of the Member's individual income
tax return for each year for United States federal income tax purposes.
6. Indemnification.
(a) Right to Indemnification. Subject to the limitations and conditions as
provided in this Section 6, each person who was or is made a party or is
threatened to be made a party to or is involved in any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (a "Proceeding"), or any appeal in such a
Proceeding or any inquiry or investigation that could lead to such a Proceeding,
by reason of the fact that such person is or was a member of the Company or
while such member of the Company
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is or was serving at the request of the Company as a member, manager, director,
officer, partner, venturer, proprietor, trustee, employee, agent, or similar
functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise shall be indemnified by the Company to the
fullest extent permitted by the Act, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the Company to provide broader indemnification rights than
said law permitted the Company to provide prior to such amendment) against
judgments, penalties (including excise and similar taxes and punitive damages),
fines, settlements and reasonable expenses (including attorneys' fees) actually
incurred by such person in connection with such Proceeding, and indemnification
under this Section 6 shall continue as to a person who has ceased to serve in
the capacity which initially entitled such person to indemnity hereunder. The
rights granted pursuant to this Section 6 shall be deemed contract rights, and
no amendment, modification or repeal of this Section 6 shall have the effect of
limiting or denying any such rights with respect to actions taken or Proceedings
arising prior to any such amendment, modification, or repeal. It is expressly
acknowledged that the indemnification provided in this Section 6 could involve
indemnification for negligence or under theories of strict liability.
(b) Advance Payment. The right to indemnification conferred in this
Section 6 shall include the right to be paid or reimbursed by the Company the
reasonable expenses incurred by a person of the type entitled to be indemnified
under Section 6 who was, is or is threatened to be made a named defendant or
respondent in a Proceeding in advance of the final disposition of the Proceeding
and without any determination as to the person's ultimate entitlement to
indemnification; provided, however, that the payment of such expenses incurred
by any such person in advance of the final disposition of a Proceeding, shall be
made only upon delivery to the Company of a written affirmation by such person
of his good faith belief that he has met the standard of conduct necessary for
indemnification under this Section 6 and a written undertaking, by or on behalf
of such person, to repay all amounts so advanced if it shall ultimately be
determined that such indemnified person is not entitled to be indemnified under
this Section 6 or otherwise.
(c) Indemnification of Officers, Employees and Agents. The Company shall
indemnify and advance expenses to an officer of the Company to the extent
required to do so by the Act or other applicable law. The Company, by adoption
of a resolution of the Member, may indemnify and advance expenses to an officer,
employee or agent of the Company to the same extent and subject to the same
conditions under which it may indemnify and advance expenses to the Member under
this Section 6; and the Company may indemnify and advance expenses to persons
who are not or were not members, officers, employees, or agents of the Company
but who are or were serving at the request of the Company as a member, manager,
director, officer, partner, venturer, proprietor, trustee, employee, agent, or
similar functionary of another foreign or domestic limited liability company,
corporation, partnership, joint venture, sole proprietorship, trust, employee
benefit plan, or other enterprise against any liability asserted against such
person and incurred by such person in such a capacity or arising out of its
status as such a person to the same extent that the Company may indemnify and
advance expenses to the Member under this Section 6.
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(d) Appearance as a Witness. Notwithstanding any other provision of this
Section 6, the Company may pay or reimburse expenses incurred by the Member in
connection with his appearance as a witness or other participation in a
Proceeding at a time when he is not a named defendant or respondent in the
Proceeding.
(e) Nonexclusivity of Rights. The right to indemnification and the
advancement and payment of expenses conferred in this Section 6 shall not be
exclusive of any other right which the Member may have or hereafter acquire
under any law, provision of these Regulations or otherwise.
(f) Insurance. The Company may purchase and maintain insurance, at its
expense, to protect itself and any person who is or was serving as a member,
officer, employee, or agent of the Company or is or was serving at the request
of the Company as a member, manager, director, officer, partner, venturer,
proprietor, trustee, employee, agent, or similar functionary of another foreign
or domestic limited liability company, corporation, partnership, joint venture,
sole proprietorship, trust, employee benefit plan, or other enterprise against
any expense, liability or loss, whether or not the Company would have the power
to indemnify such person against such expense, liability or loss under this
Section 6.
(g) Member Notification. To the extent required by law, any
indemnification of or advance of expenses to the Member in accordance with this
Section 6 shall be duly recorded in the official documentation of the Company
within the 12-month period immediately following the date of the indemnification
or advance.
(h) Savings Clause. If this Section 6 or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify and hold harmless the Member or any other
person indemnified pursuant to this Section 6 as to costs, charges and expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
with respect to any action, suit, or proceeding, whether civil, criminal,
administrative, or investigative to the full extent permitted by any applicable
portion of this Section 6 that shall not have been invalidated and to the
fullest extent permitted by law.
7. Amendment of Regulations. Any amendment or supplement to these
Regulations shall only be effective if in writing and if the same shall be
consented to and approved by the Member.
8. Management. The management of the Company is fully reserved to the
Member, and the Company shall not have Amanagers@ as that term is used in the
Act. The powers of the Company shall be exercised by or under the authority of,
and the business and affairs of the Company shall be managed under the direction
of, the Member, who shall make all decisions and take all actions for the
Company.
9. Dissolution. The Company shall dissolve and its affairs shall be wound
up at such time, if any, as the Member may elect. No other event (including,
without limitation, an event described in Article 6.01(A)(5) of the Act) will
cause the Company to dissolve.
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10. Governing Law. THESE REGULATIONS ARE GOVERNED BY AND SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS (EXCLUDING ITS
CONFLICT-OF-LAWS RULES).
EXECUTED as of the day and year first written above.
SOLE MEMBER:
Southern Industrial Services, Inc.
By:/s/ Louis Van Horn
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Name: Louis Van Horn
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Title: Vice President
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EXHIBIT A
Member Capital Contribution Ownership Percentage
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Southern Industrial 1 share of Common Stock of 100%
Services, Inc. Global Terminaling Services, Inc.,
a Delaware corporation