UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 26, 2007
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ARABIAN AMERICAN DEVELOPMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 0-6247 75-1256622
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10830 North Central Expressway, Suite 175, Dallas, Texas 75231
(Address of principal executive offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code): (214) 692-7872
________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
In accordance with Article III, Section 2 of the Registrant's Bylaws and by
unanimous consent of Registrant's Board of Directors at a special meeting on
April 26, 2007, Dr. Ibrahim A. Al-Moneef was appointed to be a member of the
Board of Directors of the Registrant on even date therewith. Further, Dr.
Al-Moneef was named to serve on the Audit Committee, Compensation Committee and
Nominating Committee of Registrant's Board of Directors.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
In accordance with Article IX of the Registrant's Bylaws and by unanimous
consent of the Registrant's Board of Directors at a special meeting on April 26,
2007, the Registrant's Bylaws, as originally adopted in 1967 (the "Original
Bylaws") were amended to bring them current. Specifically, changes were made to
Article II - Meetings of Stockholders, Article III - Directors, Article VI -
Certificates of Stock, Article VIII - Indemnification, and Article IX -
Amendments of the Original Bylaws.
The most significant change occurred in Article III - Directors. Under
Registrant's Original Bylaws, Directors were to serve one year terms or until
their successors were duly elected at the annual meeting of the stockholders.
Article III of the Amended and Restated Bylaws now provides that Directors are
to be classified with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible, as determined by
Registrant's Board of Directors, with one class to be elected for a term
expiring at the annual meeting of stockholders to be held in 2008, another class
to be elected for a term expiring at the annual meeting of stockholders to be
held in 2009, and another class to be elected for a term expiring at the annual
meeting of stockholders to be held in 2010, with each class to hold office until
its successor is elected and qualified. At each annual meeting of Registrant's
stockholders, the successors of the class of Directors whose term expires at
that meeting shall be elected to hold office for a term expiring at the annual
meeting of the stockholders held in the third year following the year of their
election.
See, Registrant's Original Bylaws attached hereto as Exhibit "A". See,
Registrant's Amended and Restated Bylaws attached hereto as Exhibit "B".
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ARABIAN AMERICAN DEVELOPMENT COMPANY
Date: April 27, 2007 By: /s/ Nicholas Carter
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Nicholas N. Carter, Secretary
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EXHIBIT A
BY-LAWS
of
ARABIAN SHIELD DEVELOPMENT COMPANY
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ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Wilmington, County
of New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.
Section 2. The Corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of directors
shall be held in the City
of Dallas, State of Texas, at such place within such City as may be fixed by the
Board of Directors; at least ten days' notice shall be given to the stockholders
of the place so fixed. Meetings of stockholders for any other purpose may be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed Waiver of Notice
thereof.
Section 2. An annual meeting of stockholders, commencing with the year
1968, shall be held on the third Wednesday of April in each year if not a legal
holiday, and if a legal holiday, then on the next secular day following, at 3:00
P.M., at which they shall elect by a plurality vote a Board of Directors, and
transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting shall be served upon or
mailed to each stockholder entitled to vote thereat at such address as appears
on the books of the Corporation, at least ten days prior to the meeting.
Section 4. At least ten days before every election of Directors, a complete
list of the stockhol-
ders entitled to vote at said election, arranged in alphabetical order, with the
residence of each and the number of voting shares held by each, shall be
prepared by the Secretary. Such list shall be open at the place where the
election is to be held for said ten days, to the examination of any stockholder,
and shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who may be
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President and shall be called by the
President or Secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the Corporation issued and outstanding
and entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting of stockholders, stating the
time and place and object thereof, shall be served upon or mailed to each
stockholder entitled to vote thereat at such address as appears on the books of
the Corporation, at least five days before such meeting.
Section 7. Business transacted at all special meetings shall be confined to
the objects stated in the call.
Section 8. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, such quorum
shall not be present or represented at any meeting of the stockholders, the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present or
represented any business may be transacted which might have been transacted at
the meeting as originally notified.
Section 9. 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, by express provision of the statutes or
of the Certificate of Incorporation or of these By-Laws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.
Section 10. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless said instrument provides for a
longer period. Each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation.
Except where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on
at any election of Directors which shall have been transferred on the books of
the Corporation within twenty days next preceding such election of Directors.
Section 11. Whenever the vote of stockholders at a meeting thereof is
required or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, the meeting and vote of stockholders may be dispensed with, if all the
stockholders who would have been entitled to vote upon the action if such
meeting were held, shall consent in writing to such corporate action being
taken.
ARTICLE III
DIRECTORS
Section 1. The number of Directors which shall constitute the whole Board
shall be seven. The Directors shall be elected at the annual meeting of the
stockholders, except as provided in Section 2 of this Article, and each Director
elected shall hold office until his successor shall be elected and shall
qualify. Directors need not be stockholders.
Section 2. If any vacancies occur in the Board of Directors caused by
death, resignation, re-
tirement, disqualification or removal from office of any Directors or otherwise,
or any new directorship is created by any increase in the authorized number of
Directors, a majority of the Directors then in office, though less than a
quorum, may choose a successor or successors, or fill the newly created
directorship and the Directors so chosen shall hold office until the next annual
election of Directors and until their successors shall be duly elected and
qualified, unless sooner displaced.
Section 3. The property and business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.
Section 4. Any Director may be removed at any time, with or without cause,
by the affirmative vote of the holders of a majority of the stock having voting
power.
MEETINGS OF THE BOARD
Section 5. The Directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.
Section 6. The first meeting of each newly elected Board shall be held at
such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected Directors in order legally to constitute the meeting provided a quorum
shall be present, or they may meet at such place and time as shall be fixed by
the consent in writing of all the Directors.
Section 7. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.
Section 8. Special meetings of the Board may be called by the President on
two days' notice to each Director, either personally or by mail or by telegram;
special meetings shall be called by the President or Secretary in like manner
and on like notice on the written request of two Directors.
Section 9. At all meetings of the Board the presence of not less than
one-third of the total number of the Board nor less than two Directors shall be
neccessary and sufficient to 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 may be
otherwise specifically provided by statute or by the Certificate of
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of Directors the Directors present thereat any adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
COMMITTEES OF DIRECTORS
Section 10. The Board of Directors may, by resolution, passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the Directors of the Corporation, which, to the extent
provided in said resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to
authorize the seal of the Corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the Board of Directors.
Section 11. Unless the Chairman of the Corporation directs otherwise, the
committees shall not be required to keep minutes of their discussions except on
matters which said committees refer to the Board of Directors for action.
COMPENSATION OF DIRECTORS
Section 12. Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board a fixed sum and expenses of
attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stock-holder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.
Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation, 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.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Directors
and shall be chairman
of the board, chairman of the executive committee, president, a vice-president,
a secretary and a treasurer. The Board of Directors may also choose additional
vice-presidents and one or more assistant secretaries and assistant treasurers.
Two or more offices may be held by the same person, except that where the
offices of president and secretary are held by the same person, such person
shall not hold any other office
Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president from its members, and shall
choose one or more vice-presidents, a secretary and a treasurer, none of whom
need be a member of the Board.
Section 3. The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such power and perform such duties as shall be determined from time to time by
the Board.
Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and
qualify in their stead. Any officer elected or appointed by the Board of
Directors may be removed at any time by the affirmative vote of a majority of
the whole Board of Directors. If the office of any officer becomes vacant for
any reason, the vacancy shall be filled by the Board of Directors.
Section 6. The officers of the Corporation shall have such powers and
duties in the management of the business and affairs of the Corporation, subject
to the control of the Board of Directors, as generally pertain to their
respective offices, as well as such powers and duties as from time to time may
be prescribed by the Board of Directors.
Section 7. In the absence of any officer or for any other reason which may
seem sufficient to them, the Board of Directors may delegate all or any of the
powers and duties of any officer to any other officer.
ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation shall be numbered
and shall be entered in the books of the Corporation as they are issued. They
shall exhibit the holder's name and number of shares and shall be signed by the
President or a Vice-President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary.
LOST CERTIFICATES
Section 2. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
TRANSFERS OF STOCK
Section 3. Upon surrender to the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 4. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding fifty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any change or conversion or exchange of
capital stock shall go into effect or for a period of not exceeding fifty days
in connection with obtaining the consent of stockholders for any purpose. In
lieu or closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding fifty days preceding the date of any
meeting of stockholders, or the date for the payment of any dividend, or the
date for the allotment of rights, or the
date when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining such consent, as a record date
for the determination of the stockholders entitled to notice of, and to vote at,
any such meeting, and any adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to exercise the rights
in respect of any such change, conversion or exchange of capital stock, or to
give such consent, and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend, or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 5. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other
claim to or interest in such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise provided by the laws of Delaware.
ARTICLE VII
GENERAL PROVISIONS
CHECKS
Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.
FISCAL YEAR
Section 2. The fiscal year of the Corporation shall begin on the first day
of January in each year.
SEAL
Section 3. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
Each director, officer and employee of the Corporation and any person
serving at its request as director, officer or employee of another corporation
in which it owns shares of capital stock or of which it is a creditor shall be
indemnified by the Corporation against all expenses (including costs and
attorneys' fees) which may reasonably be incurred or paid by him in connection
with any action, suit or proceeding, civil or criminal, to which he may be made
a party by reason of his being or having been such director, officer or
employee, or by reason of any action or omission or alleged action or omission
by him in such capacity, and against any amount or amounts which may be paid by
him (other than to the Corporation) in reasonable settlement of any such action,
suit or proceeding, where it is in the interest of the Corporation that such
settlement be made. In cases where such action, suit or proceeding shall proceed
to final adjudication, such indemnification shall not extend to matters as to
which it shall
be adjudged that such director, officer or employee is liable for negligence or
misconduct in the performance of his duties to the Corporation. The right of
indemnification herein provided for shall not be exclusive of other rights to
which any director, officer or employee may now or hereafter be entitled, shall
continue as to a person who has ceased to be such director, officer or employee,
and shall inure to the benefit of the heirs, executors and administrators of a
director, officer or employee. The Board of Directors shall determine the
propriety of the expenses (including attorneys' fees) incurred by any person who
claims indemnity hereunder, and such determination shall be final and
conclusive. None of the provisions hereof shall be construed as a limitation
upon the right of the Corporation to exercise its general power to enter into a
contract or undertaking of indemnity with any director, officer or employee in
any proper case not provided for herein. .
ARTICLE IX
AMENDMENTS
These By-Laws may be altered or repealed at any regular meeting of the
stockholders or at any special
meeting of the stockholders at which a quorum is present or represented,
provided notice of the proposed alteration or repeal be contained in the notice
of such special meeting, by the affirmative vote of a majority of the stock
entitled to vote at such meeting and present or represented thereat, or by the
affirmative vote of a majority of the Board of Directors at any regular meeting
of the Board or at any special meeting of the Board if notice of the proposed
alteration or repeal be contained in the notice of such special meeting;
provided, however, that no change of the time or place of the meeting for the
election of directors shall be made within sixty days next before the day on
which such meeting is to be held, and that in case of any change of such time or
place, notice thereof shall be given to each stockholder in person or by letter
mailed to his last known post office address at least twenty days before the
meeting is held.
EXHIBIT B
AMENDED AND RESTATED
BY-LAWS
OF
ARABIAN AMERICAN DEVELOPMENT COMPANY
ARTICLE I
OFFICES
Section 1. The principal office shall be in the City of Wilmington, County
of New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Corporation Trust Company.
Section 2. The Corporation may also have offices at such other places both
within and without the State Of Delaware as the Board of Directors may from time
to time determine or the business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders may be held on such date and at
such time and place, within or outside of the State of Delaware, as may be fixed
by the Board of Directors and stated in the notice of meeting. Except as
otherwise proved by statute, written notice of the date, time, place and purpose
or purposes of every meeting of the stockholders shall be given not less than
ten nor more than sixty days before the date of the meeting, either personally
or by mail at such address as appears on the books of the Corporation, to each
stockholder of record entitled to vote at the meeting.
Section 2. An annual meeting of stockholders shall be held on a date not
more than thirteen months after the date on which the last annual meeting of
stockholders was held, and at which they shall elect Directors by a plurality
vote and transact such other business as may properly be brought before the
meeting.
Section 3. At least ten days before every election of Directors, a complete
list of the stockholders entitled to vote at said election, arranged in
alphabetical order, with the residence of each and the number of voting shares
held by each, shall be prepared by the Secretary. Such list shall be open at the
place where the election is to be held for said ten days, to the examination of
any stockholder, and shall be produced and kept at the time and place of
election during the whole time thereof, and subject to the inspection of any
stockholder who may be present.
Section 4. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the Certificate of
Incorporation, may be called by the President, the Board of Directors, the
Chairman of the Board of Directors, and shall be called by the President or
Secretary at the request in writing of stockholders owning a majority in amount
of the entire capital stock of the Corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 5. Business transacted at all special meetings shall be confined to
the purposes specified in the notice.
Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
be requisite and shall constitute a quorum at all meetings of the stockholders
for the transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, such quorum shall
not be present or represented at a meeting of the stockholders, the stockholders
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entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 7. 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, by express provision of the statutes or of the
Certificate of Incorporation or of these By-Laws, a different vote is required
in which case such express provision shall govern and control the decision of
such question.
Section 8. At any meeting of the stockholders every stockholder having the
right to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless said instrument provides for a
longer period. Each stockholder shall have one vote for each share of stock
having voting power, registered in his name on the books of the Corporation.
Except where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of its
stockholders entitled to vote, no share of stock shall be voted on at any
election of Directors which shall have been transferred on the books of the
Corporation within twenty days preceding such election of Directors.
Section 9. Whenever the vote of stockholders at meeting thereof is required
or permitted to be taken in connection with any corporate action by any
provisions of the statutes or of the Certificate of Incorporation or of these
By-Laws, the meeting and vote of stockholders may be
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dispensed with, if all the stockholders who would have been entitled to vote
upon the action if such meeting were held, shall consent in writing to such
corporate action being taken.
ARTICLE III
DIRECTORS
Section 1. The number of Directors of the Corporation shall be determined
from time to time by the Board of Directors but shall not be less than four. The
Directors shall be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class to be elected for a term
expiring at the annual meeting of stockholders to be held in 2008, another class
to be elected for a term expiring at the annual meeting of stockholders to be
held in 2009, and another class to be elected for a term expiring at the annual
meeting of stockholders to be held in 2010, with each class to hold office until
its successor is elected and qualified, except as provided in Section 2 of this
Article. At each annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of the
stockholders held in the third year following the year of their election.
Section 2. If any vacancies occur in the Board of Directors caused by
death, resignation, retirement, disqualification or removal from office of any
Directors or otherwise, or any new directorship is created by any increase in
the authorized number of Directors, a majority of the Directors then in office,
though less than a quorum, may choose a successor or successors to fill the
newly created directorship and the Directors so chosen shall hold office until
the next annual meeting of the stockholders and shall stand for election for the
balance of his term at that meeting, unless his term expires at such annual
meeting.
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Section 3. The property and business of the Corporation shall be managed by
its Board of Directors which may exercise all such powers of the Corporation and
do all such lawful acts and things as are not by statute or by the Certificate
of Incorporation or by these By-Laws directed or required to be exercised or
done by the stockholders.
Section 4. Any Director may be removed at any time, with or without cause,
by the affirmative vote of the holders of a majority of the stock having voting
power.
MEETINGS OF THE BOARD
Section 5. The Directors of the Corporation may hold their meetings, both
regular and special, either within or without the State of Delaware.
Section 6. Regular meetings of the Board may be held without notice at such
time and place as shall from time to time be determined by the Board.
Section 7. Special meetings of the Board may be called by the President on
two days' notice to each Director, either personally or by mail, electronic
mail, telephone or facsimile transmission; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two Directors.
Section 8. At all meetings of the Board the presence of not less than
one-third of the total number of the Board nor less than two Directors shall be
necessary and sufficient to 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 may be
otherwise specifically provided by statute or by the Certificate or
Incorporation or by these By-Laws. If a quorum shall not be present at any
meeting of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
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Section 9. A statement in writing, signed by all members of the Board of
Directors shall be deemed to be action by the Board to the effect therein
expressed, and it shall be the duty of the Secretary to record such statement in
the minute books of the Corporation under its proper date.
COMMITTEES OF DIRECTORS
Section 10. The Board of Directors may, by resolution passed by a majority
of the whole Board, designate one or more committees, each committee to consist
of two or more of the Directors of the Corporation, which, to the extent
provided in said resolution, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation,
and may have power to authorize the seal of the Corporation to be affixed to all
papers which may require it. Such committee or committees shall have such name
or names as may be determined from time to time by resolution adopted by the
Board of Directors.
Section 11. Unless the Chairman of the Corporation directs otherwise, the
committees shall not be required to keep minutes of their discussions except on
matters which said committees refer to the Board of Directors for action.
COMPENSATION OF DIRECTORS
Section 12. Directors, as such, shall not receive any stated salary for
their services, but, by resolution of the Board a fixed sum and expenses of
attendance, if any may be allowed for attendance at each regular or special
meeting of the Board; provided that nothing herein contained shall be construed
to preclude any Director from serving the Corporation in any other capacity and
receiving compensation therefore. Members of special or standing committees may
be allowed like compensation for attending committee meetings.
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ARTICLE IV
NOTICES
Section 1. Whenever under the provisions of the statutes or of the
Certificate of Incorporation or of these By-Laws, notice is required to be given
to any Director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
Director or stockholder at such address as appears on the books of the
Corporation, and such notice shall be deemed to be given at the time when the
same shall be thus mailed.
Section 2. Whenever any notice is required to be given under the provisions
of the statutes or of the Certificate of Incorporation, 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.
ARTICLE V
OFFICERS
Section 1. The officers of the Corporation shall be chosen by the Directors
and shall be chairman of the board, chairman of the executive committee,
president, a vice-president, a secretary and a treasurer. The Board of Directors
may also choose additional vice-presidents and one or more assistant secretaries
and assistant treasurers. Two or more offices may be held by the same person,
except that where the offices of president and secretary are held by the same
person, such person shall not hold any other office.
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Section 2. The Board of Directors at its first meeting after each annual
meeting of stockholders shall choose a president from its members, and shall
choose one or more vice-presidents, a secretary and a treasurer, none of whom
need be a member of the Board.
Section 3. The Board may appoint such other officers and agents as it shall
deem necessary, who shall hold their offices for such terms and shall exercise
such power and perform such duties as shall be determined from time to time by
the Board.
Section 4. The salaries of all officers and agents of the Corporation shall
be fixed by the Board of Directors.
Section 5. The officers of the Corporation shall hold office until their
successors are chosen and qualify in their stead. Any officer elected or
appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the whole Board of Directors. If the office of
any officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.
Section 6. The officers of the Corporation shall have such powers and
duties in the management of the business and affairs of the Corporation, subject
to the control of the Board of Directors, as generally pertain to their
respective offices, as well as such powers and duties as from time to time may
be prescribed by the Board of Directors.
Section 7. In the absence of any officer or for any other reason which may
seem sufficient to them, the Board of Directors may delegate all or any of the
powers and duties of any officer to any other officer.
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ARTICLE VI
CERTIFICATES OF STOCK
Section 1. The certificates of stock of the Corporation shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued. They shall exhibit the holder's name and number of shares and
shall be signed by the President or a Vice-President and the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary.
LOST CERTIFICATES
Section 2. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the Corporation alleged to have been lost or destroyed
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give, the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to alleged to have been
lost or destroyed.
TRANSFERS OF STOCK
Section 3. Upon surrender to the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfers it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 4. The Board of Directors may close the stock transfer books of the
Corporation for a period not exceeding fifty days preceding the date of any
meeting of stockholders or the date for payment of any dividend or the date for
the allotment of rights or the date when any
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change or conversion or exchange of capital stock shall go into effect or for a
period of not exceeding fifty days in connection with obtaining the consent of
stockholders for any purpose. In lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty
days preceding the date of any meeting of stockholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into effect,
or a date in connection with obtaining such consent, as a record date for the
determination of the stockholders entitled to notice of and to vote at, any such
meeting, and any adjournment thereof, or entitled to receive payment of any such
dividend, or to any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent, and in such case such stockholders and only such stockholders as
shall be stockholders of record on the date so fixed shall be entitled to such
notice of, and to vote at, such meeting and any adjournment thereof, or to
receive payment of such dividend or to receive such allotment of rights, or to
exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.
REGISTERED STOCKHOLDERS
Section 5. The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by the laws
of Delaware.
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ARTICLE VII
GENERAL PROVISIONS
Section 1. All checks or demands for money and notes of the Corporation
shall be signed by such officer or officers or such other person or persons as
the Board, of Directors may from time to time designate.
FISCAL YEAR
Section 2. The fiscal year of the Corporation shall begin on the first day
of January in each year.
SEAL
Section 3. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
ARTICLE VIII
INDEMNIFICATION
The Corporation shall indemnify, defend and hold harmless any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, investigative, or other, including appeals, by reason of the
fact that he is or was a director, officer or employee of the Corporation, or is
or was serving at the request of the Corporation as a director, officer or
employee of any corporation, partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, against
expenses (including costs and attorneys' fees), judgments, fines, penalties,
excise taxes, and amounts paid or to be paid in settlement which may be
reasonably incurred or paid by such person in connection with such action (and
where it is in the interest of the Corporation that such settlement be made),
suit or proceeding, or any appeal therein. In cases
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where such action, suit or proceeding shall proceed to final adjudication, such
indemnification shall not extend to matters as to which it shall be adjudged
that such director, officer or employee is liable for negligence or misconduct
in the performance of his duties to the Corporation. The right of
indemnification herein provided for shall not be exclusive of other rights to
which any director, officer or employee may now or hereafter be entitled, shall
continue as to a person who has ceased to be such director, officer or employee,
and shall inure to the benefit of the heirs, executors and administrators of a
director, officer or employee. The Board of Directors shall determine the
propriety of the expenses (including attorneys' fees) incurred by any person who
claims indemnity hereunder, and such determination shall be final and
conclusive. None of the provisions hereof shall be construed as a limitation
upon the right of the Corporation to exercise its general power to enter into a
contract or undertaking of indemnity with any director, officer or employee in
any proper case not provided for herein.
ARTICLE IX
AMENDMENTS
These By-Laws may be altered or repealed at any regular meeting of the
stockholders or at any special meeting of the stockholders at which a quorum is
present or represented, provided notice of the proposed alteration or repeal be
contained in the notice of such special meeting, by the affirmative vote of a
majority of the stock entitled to vote at such meeting and present or
represented thereat, or by the affirmative vote of a majority of the Board of
Directors at any regular meeting of the Board or at any special meeting of the
Board if notice of the proposed alteration or repeal be contained in the notice
of such special meeting.
APPROVED AND ACCEPTED this 26th day of April, 2007
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/s/ Hatem El-Khalidi /s/ Nicholas N. Carter
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Hatem El-Khalidi, Director Nicholas N. Carter, Director
/s/ Robert E. Kennedy /s/ John A. Crichton
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Robert E. Kennedy, Director John A. Crichton, Director
/s/ Ghazi Sultan
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Ghazi Sultan, Director
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