[EXHIBIT 3.1.2 TO COLONIAL ENERGY'S
REGISTRATION STATEMENT ON FORM S-4]
BY-LAWS
OF
COLONIAL ENERGY
The Trustees of Colonial Energy, a Massachusetts business
trust (the "Company"), hereby adopt the following by-laws
pursuant to Section 3.8 of the Company's Declaration of Trust
dated as of March 3, 1998 (the "Declaration of Trust").
ARTICLE I
SEAL AND FISCAL YEAR
The seal shall be circular in form with the name of the
Company around the periphery and words and figures "Organized
1998" within. The fiscal year shall commence on January 1 of each
year.
ARTICLE II
OFFICERS
SECTION 1. Qualification. Officers need not be
shareholders. Two or more offices may be held by the same person.
SECTION 2. Election. The trustees at their annual meeting
in each year shall elect a chairman of the trustees, a president,
one or more vice presidents, a treasurer and a clerk, and may at
any time elect such other officers as they shall determine.
Except as hereinafter provided, the president, the vice
presidents, the treasurer and the clerk shall hold office until
the date fixed in these by-laws for the next annual meeting of
shareholders and until their respective successors are elected
and qualified. Other officers shall serve at the pleasure of the
trustees.
SECTION 3. Removal. Officers elected or appointed by the
trustees may be removed from their respective offices without
cause by vote of a majority of the trustees then in office. An
officer may be removed for cause only after a reasonable notice
and opportunity to be heard before the body proposing to remove
him.
SECTION 4. Resignation. Resignations by officers shall be
given in writing to the chairman of the trustees, the president,
treasurer, clerk or trustees.
SECTION 5. Vacancies. Vacancies in any office may be filled
by the trustees.
ARTICLE III
POWERS AND DUTIES OF TRUSTEES AND OFFICERS
SECTION 1. Fees of Trustees and Others. The trustees shall
have power to fix and determine the fee or fees to be paid to the
trustees or of any committee appointed by the trustees or
shareholders for attendance at meetings of said trustees or
committees. Any fees so fixed and determined by the trustees
shall be subject to revision or amendment by the shareholders.
SECTION 2. Executive and Other Committees. The trustees may
elect from their number an executive committee of not less than
three nor more than seven members, which committee shall, when
the trustees are not in session, have and exercise any or all of
the powers of the trustees in the management of the business and
affairs of the Company except as prohibited by law or the
Declaration of Trust and have power to authorize the seal of the
Company to be affixed to all papers which may require it. The
executive committee shall report its action to the trustees. The
executive committee may make rules for notice, holding and
conduct of the meetings and the keeping of the records thereof.
The trustees likewise may appoint from their number or from
the shareholders other committees from time to time, the number
composing such committees and the powers conferred upon the same
to be determined by vote of the trustees.
SECTION 3. Chairman of the Trustees. The chairman of the
trustees shall be the senior officer of the Company. He shall
preside over all meetings of the shareholders and trustees; he
shall direct the policy of the Company; he shall have primary
control of methods and amounts of capital financing, and may
define and prescribe the duties of each officer or employee of
the Company which are not fully prescribed by these by-laws or by
the resolutions of the trustees. The trustees may permit a
vacancy to exist in the office of chairman of the trustees, in
which event the duties and rights herein prescribed for such
chairman shall vest in the president.
SECTION 4. President. The president shall be the chief
executive officer of the Company and as such shall have immediate
supervision, direction and control of its business and affairs,
subject to the chairman of the trustees and, where specifically
defined, to the trustees. In the absence of the chairman of the
trustees, he shall preside at all meetings of the trustees and of
the shareholders at which he is present, and, in general, perform
the functions of the chairman of the trustees in the latter's
absence.
SECTION 5. Vice Presidents. Any vice president, except as
especially limited by vote of the trustees, shall perform the
duties and have the powers of the president during the absence or
disability of the president and shall have the power to sign all
share certificates, bonds, deeds and contracts of the Company. He
shall perform such other duties and have such other powers as the
trustees shall designate from time to time.
SECTION 6. Treasurer. The treasurer, subject to the order
of the trustees, shall have the care and custody of the money,
funds, valuable papers and documents, of the Company (other than
his own bond which shall be in the custody of the president) and
shall have and exercise, under the supervision of the trustees,
all the powers and duties commonly incident to his office, and
shall give bond in such form and with such sureties as shall be
required by the trustees. He shall deposit all funds of the
Company in such bank or banks, trust Company or trust companies
or with such firm or firms doing a banking business as the
trustees shall designate, and shall have power to borrow in
accordance with authorizations of the trustees given from time to
time, monies for the needs of the Company and to cause to be
issued as evidence thereof notes of the Company. He may endorse
for deposit or collection all checks, notes, etc., payable to the
Company or its order, may accept drafts on behalf of the Company
and, together with the president or a vice president, may sign
share certificates. He shall keep accurate books of account and
records of the Company's transactions resulting from the
performance of his duties except where such books and/or records
are kept by some other person or persons pursuant to instructions
of the trustees, all of which books and records shall be the
property of the Company, and, together with all its property in
his possession, shall be subject at all times to the inspection
and control of the trustees. The treasurer shall hold his office
during the pleasure of the trustees, and shall be subject in
every way to its orders.
All checks, drafts, notes or other instruments or
obligations for the payment of money shall be signed by the
president or treasurer or such other person as the trustees may
from time to time designate. With the exception of share
certificates, bonds, and other instruments that specifically
require counter signature or registration as the condition to
their validity, such checks, drafts, notes or other obligations
need not be countersigned or registered as a condition to their
validity by any other officer or person. Checks for the total
amount of any payroll may be drawn, in accordance with the
foregoing provisions and deposited in a special fund. Checks upon
this fund may be drawn by such person or persons as the treasurer
shall designate and need not be countersigned.
The trustees may appoint one or more assistant treasurers
with such powers and duties, including the powers and duties of
the treasurer as herein stated, as the trustees shall determine.
SECTION 7. Clerk. The clerk shall record all proceedings of
the shareholders, the trustees and the executive committee in a
book or books to be kept therefor and shall have custody of the
seal of the Company. In his absence, an assistant clerk or a
clerk pro tempore shall perform his duties.
SECTION 8. Other Officers. Other officers shall have such
powers as may be designated from time to time by the trustees.
ARTICLE IV
MEETINGS OF THE TRUSTEES
SECTION 1. Regular Meetings. Regular meetings may be held
at such times and places within or without the Commonwealth of
Massachusetts as the trustees may fix. An annual meeting shall be
held in each year immediately after and at the place of the
meeting at which the trustees are elected.
SECTION 2. Special Meetings. Special meetings may be held
at such times and places within or without the Commonwealth of
Massachusetts as may be determined by the president, a vice
president, the clerk, an assistant clerk or three or more
trustees.
SECTION 3. Notice. No notice need be given for a regular or
annual meeting. Notice of special meetings, stating the time and
place thereof, shall be given by mailing the same to each trustee
or by delivering the same to him personally or by telephoning or
transmitting via facsimile the same to him at his residence or
business address at least one day before the meeting unless, in
case of exigency, the chairman of the trustees or the president
shall prescribe a shorter notice to be given personally or by
telephoning or transmitting via facsimile each trustee at his
residence or business address. A notice or waiver of notice need
not specify the purpose of any special meeting. Notice of a
meeting need not be given to any trustee (i) if a written waiver
of notice executed by him before or after the meeting, is filed
with the records of the meeting or (ii) who attends the meeting
without protesting prior thereto or at its commencement the lack
of notice to him.
ARTICLE V
SHARE CERTIFICATES
Every shareholder shall be entitled to a certificate or
certificates of the shares of beneficial interest of the Company
in such form as may be prescribed by the trustees, duly numbered
and sealed with the seal of the Company and setting forth the
number and the class and the designation of the series, if any,
of shares to which such shareholder is entitled. Such
certificates shall be signed by the president or a vice president
and by the treasurer or an assistant treasurer; except as
otherwise provided by law such signatures may be facsimile. The
trustees may also appoint one or more transfer agents and/or
registrars for its shares of any class or classes and may require
share certificates to be countersigned and/or registered by one
or more of such transfer agents and/or registrars.
ARTICLE VI
EMPLOYMENT CONTRACTS
The Company may enter into employment contracts authorized
by the trustees, and the provisions of such contracts shall be
valid in accordance with their terms despite any inconsistent
provision of these by-laws relating to terms of officers and
removal of officers with or without cause.
ARTICLE VII
SHARE AND TRANSFER BOOKS
The Company shall keep in the Commonwealth of Massachusetts
at its principal office (or at an office of its transfer agent or
of its clerk or of its resident agent) share and transfer
records, which shall contain the names of all shareholders and
the record address and the amount of shares held by each. The
Company for all purposes may conclusively presume that the
registered holder of a share certificate is the absolute owner of
the shares represented thereby and that his record address is his
proper address. It shall be the duty of every shareholder to
notify the Company of a change in his post office address. The
trustees may fix in advance a time, which shall not be more than
sixty days before the date of any meeting of shareholders or the
date for the payment of any dividend or the making of any
distribution to shareholders or the last day on which the consent
or dissent of shareholders may be effectively expressed for any
purpose, as the record date for determining the shareholders
having the right to notice of and to vote at such meeting and any
adjournment thereof or the right to receive such dividend or
distribution or the right to give such consent or dissent, and in
such case only shareholders of record on such record date shall
have such right, notwithstanding any transfer of shares on the
books of the Company after the record date; or without fixing
such record date the trustees may for any of such purposes close
the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not
closed:
(1) The record date for determining shareholders having the
right to notice of or to vote at a meeting of shareholders shall
be at the close of business on the day next preceding the day on
which notice is given.
(2) The record date for determining shareholders for any
other purpose shall be at the close of business on the day on
which the trustees acts with respect thereto
ARTICLE VIII
AMENDMENT OF BY-LAWS
The trustees may by vote of a majority of the trustees then
in office make, amend or repeal the by-laws in whole or in part,
in any manner not inconsistent with the Declaration of Trust
except with respect to any provision thereof which by law, the
Declaration of Trust or these by-laws requires action by the
shareholders.
[END OF EXHIBIT 3.1.2 TO COLONIAL ENERGY'S
REGISTRATION STATEMENT ON FORM S-4]