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Exhibit 3.8
CODE OF REGULATIONS
OF TARGET OILFIELD
PIPE & SUPPLY COMPANY
ARTICLE I.
Meetings of Shareholders
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Annual Meeting
An annual meeting of Shareholders, for the election of Directors and
the consideration of the reports to be laid before such meeting, shall be held
on the first of June of__________________________ in each year, at 2 o'clock
P.M. When the annual meeting is not held or Directors are not elected thereat,
they may be elected at a special meeting called and held for the purpose.
Special or Called Meetings
A meeting of the Shareholders may be called by the Chairman of the
Board, President, Vice-President, or by a majority of the members of the Board
of Directors acting with or without a meeting, or by the persons who hold
twenty-five per cent of all the shares outstanding and entitled to vote
thereat.
Upon the request in writing delivered to the President or Secretary by
any persons entitled to call a meeting of Shareholders, it shall be the duty of
the President or Secretary to give notice to Shareholders, and if such request
be refused, then the persons making such request may call a meeting by giving
notice in the manner provided herein.
Place of Meetings
The place of holding meetings of Shareholders shall be at such place as
designated by the Directors
Notice of Meetings
A notice of the meeting of Shareholders either annual or special shall
be given in writing, by the President or Vice-President or the Secretary or
Assistant Secretary or, in case of their refusal, by the person or persons
entitled to call such meeting, and shall state the purpose or purposes for which
the meeting is called and the time when and the place where it is to be held. A
copy of such notice shall be served upon or mailed to each Shareholder of record
entitled to vote at such meeting or entitled to notice not more than sixty days
nor less than seven days before such meeting. If mailed, it shall be directed to
the Shareholder at his address as it appears upon the records of the
Corporation. In the event of the transfer of shares after
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notice has been given and prior to the holding of a meeting, it shall not be
necessary to serve notice upon the transferee. If any meeting is adjourned to
another time or place, no further notice as to such adjourned meeting need be
given other than by announcement at the meeting at which such adjournment is
taken.
Waiver of Notice of Meeting of Shareholders or Directors
Notice of the time, place and purpose of any meeting of Shareholders or
Directors, may be waived by the written assent of every Shareholder entitled to
notice, or of every Director, as the case may be, filed with or entered upon the
records of the meeting, either before or after the holding thereof.
ACTION WITHOUT MEETING
Any action which, under any provision of the General Corporation Act, or
articles, or regulations, may be taken at a meeting of the Shareholders, may be
taken without a meeting if authorized by a writing signed by all of the holders
of shares who would be entitled to notice of a meeting for such purpose.
Whenever a Certificate in respect of any such action is required by the
General Corporation Act to be filed in the Office of the Secretary of State, the
officers signing the same shall state therein that the action was authorized in
the manner aforesaid.
ARTICLE II.
Voters at Meetings
Every Shareholder of record shall be entitled at each meeting of
Shareholders to one vote for each share standing in his name on the books of the
Corporation.
No shares shall be voted upon which an installment of the purchase price
is overdue and unpaid.
At all elections of directors the candidate receiving the greatest
number of votes shall be elected.
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ARTICLE III.
Proxies
At meetings of the Shareholders of the Corporation, any Shareholder of
record, entitled to attend or to vote thereat, may be represented and may vote
by a proxy or proxies appointed by a writing signed by such shareholder. No
appointment of a proxy hereafter made shall be valid after the expiration of
eleven months after it is made unless the Shareholder executing it shall have
specified therein the length of time it is to continue in force. In the event
that any such instrument in writing shall designate two or more persons to act
as proxies, a majority of such persons present at the meeting, or, if only one
shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all the persons so designated unless
the instrument shall otherwise provide.
ARTICLE IV.
Inspectors
Whenever any persons entitled to vote at a meeting of Shareholders
shall request the appointment of inspectors, a majority of the Shareholders
present at such meeting and entitled to vote thereat shall appoint three
inspectors who need not be Shareholders. If the right of any person to vote at
any such meeting shall be challenged, the inspectors of election shall determine
such right. The inspectors shall receive and count the votes either upon an
election or for the decision of any question and shall determine the result.
Their certificate of any vote shall be prima facie evidence thereof.
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ARTICLE V.
Quorum
The Shareholders present in person or by proxies at any meeting for the
election of Directors shall constitute a quorum.
To constitute a quorum at any meeting of Shareholders for any other
purpose, there shall be present in person or by proxy the holders of shares
entitling them to exercise a majority of the voting power.
ARTICLE VI.
Directors
All the capacity of the Corporation shall be vested in and all its power
and authority, except as otherwise provided by law, shall be exercised by the
Board of Directors consisting of ONE persons, which shall manage and conduct the
business of the Corporation.
The election of Directors shall take place at the annual meeting of the
Shareholders, or at a special meeting called and held for that purpose, and
shall be by ballot; provided that if such election be not held at an annual or
special meeting, it may be held at a Shareholders' meeting at which all
Shareholders are present in person or by proxy.
A majority of the votes cast shall be necessary for a choice.
Directors shall hold office for one year and until their successors are
chosen and qualified. Any vacancies in the Board of Directors shall be filled by
a majority vote of the remaining Directors.
Each Director shall be a holder of record of at least ONE shares
of the Corporation. He shall be entitled to receive as compensation for
services the sum of
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The first meeting of the Directors for the purpose of organization,
electing officers, adopting a Code of By-Laws and transacting any other
business, may be held at such time as a majority of the Directors may determine.
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The place of holding Director's meetings shall be at such place as
designated by the Directors.
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business.
If notice in writing is given by any shareholders to the president, a
vice-president, or the secretary of a corporation, not less than forty-eight
hours before the time fixed for holding a meeting of the shareholders for the
purpose of electing directors if notice of such meeting has been given at least
ten days prior thereto, and otherwise not less than twenty-four hours before
such time, that he desires that the voting at such election shall be cumulative,
and if an announcement of the giving of such notice is made upon the convening
of the meeting, each Shareholder shall have the right to cumulate his shares and
to give one candidate as many votes as the number of Directors to be elected
multiplied by the number of his shares equals, or to distribute them on the same
principle among as many candidates as he see fit.
Such right to vote cumulatively shall not be further restricted or
qualified by any provisions in the articles or regulations.
ARTICLE VII.
Executive Committee
The Board of Directors may appoint an Executive Committee, to serve
until otherwise ordered, of not less than three members from their own number,
each of whom shall be a holder of at least 1 shares of the Corporation. They
shall have charge of the management of the business and affairs of the
Corporation in the interim between the meetings of Directors, with power to
appoint clerks and other employees, to fix wages and prices, determine credits,
make investments, and generally discharge the duties of the Board of Directors,
but not to incur debts, excepting for current expenses, unless specially
authorized. They shall at all times act under the direction and control of the
Board of Directors, and shall make reports to the Board of their acts, which
reports shall form part of the records of the Corporation.
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ARTICLE VIII.
Officers. Term. Compensation
The Officers of the Corporation to be elected by the Directors shall be
a President, Vice-President, Secretary, _______________________ Treasurer
______________. They shall be holders of shares in such number, and paid such
compensation, as the Board of Directors may determine. Such officers shall be
chosen by the Board of Directors and shall hold office for one year and until
their successors are chosen and qualified.
The offices of Secretary and Treasurer and General Manager may be held
by one and the same person.
The General Manager, subject to the order of the Board of Directors, may
appoint clerks and other employes, for such time and at such salary or wages as
he or they may determine.
ARTICLE IX.
Duties of President and Vice-President
It shall be the duty of the President to preside at all meetings of
Shareholders and Directors, to sign the records thereof and all Certificates of
Shares, and in general to perform all the duties usually incident to such office
or which may be required by the Shareholders or Directors.
It shall be the duty of the Vice-President to perform all the duties of
the President, in case of the latter's absence or disability.
ARTICLE X.
Duties of Secretary
It shall be the duty of the Secretary to take and keep an accurate
record of Shareholders entitled to vote or to receive dividends, and keep an
accurate record of the acts and proceedings of the Shareholders and Directors;
give all notices required by law and the acts of the Shareholders and Directors;
keep proper books of accounts and books for Transfer of Shares, issue and attest
all Certificates of Shares. On the expiration of his term of office, he shall
deliver all books, papers and property of the Corporation in his hands to his
successor or to the President; and in general perform all the duties usually
pertaining to the office.
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ARTICLE XI.
Duties of Treasurer
The Treasurer shall receive and safely keep all money and choses in
action belonging to the Corporation, and disburse the same, under the direction
of the Board of Directors. He shall keep an accurate account of finances of the
Corporation in books, specially to be provided for that purpose, and hold the
same open for inspection and examination of the Directors and any Committee of
Shareholders appointed for such inspection, and shall present abstracts of the
same at annual meetings of Shareholders, or at any other meetings when
requested. He shall give bond in such sum and with such security as the Board of
Directors may require for the faithful performance of his duties; and on the
expiration of his term shall deliver all money and other property of the
Corporation in his hands to his successor or to the President.
ARTICLE XII.
Duties of General Manager
The duties of the General Manager shall be to superintend and control
the shops and Warehouses of the Corporation and the manufacture and sale of its
products, under the direction of the Board of Directors, to keep accurate
accounts of all property passing through his hands, and to do all things
incident to such office or required by said Board of Directors.
ARTICLE XIII.
Dividends
The surplus profits arising from the business of the Corporation shall
be disposed of according to orders of the Board of Directors, made at a special
or regular meeting, and no dividends shall be paid to Shareholders or other
disposition made of such profits except upon an order of the Board.
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ARTICLE XIV.
Transfers
Transfers of Shares can only be made on the books of the Corporation, in
person or by proxy, in the presence of the President or Secretary, on surrender
of the previous certificate and payment of all dues on the same; provided, that
if a certificate be lost or destroyed, a duplicate may be issued by special
order of the Board of Directors, upon satisfactory proof of such loss or
destruction, and the giving of a suitable bond of indemnity against loss by
reason thereof. The Transfer Book shall be closed against transfer of shares,
for thirty days next preceding each annual meeting of Shareholders.
ARTICLE XV.
Seal
The Seal of the Corporation shall be circular 1 1/2 inches in
diameter, with the name of the Corporation engraved around the margin, and the
word Seal engraved across the center.
ARTICLE XVI.
Order of Business
At the Shareholders' meetings, the order of business shall be as
follows:
1. Reading minutes of previous meetings and acting thereon.
2. Reports of Directors and Committees.
3. Financial report or statement.
4. Reports of President, General Manager and other Officers.
5. Unfinished business.
6. Election of Directors.
7. New or miscellaneous business.
This order may be changed by affirmative vote of the majority of
Shareholders present.
ARTICLE XVII.
Regulations Amended, etc.
This Code of Regulations may be adopted and changed by affirmative vote
of the holders of record of shares entitling them to exercise a majority of the
voting power on such proposal, or without a meeting by the written consent of
the holders of record of shares entitling them to exercise two-thirds of the
voting power on such proposal.