Exhibit 3.17
BYLAWS
OF
IPSCO TUBULARS INC.
ARTICLE I: Offices
Section 1.1. Registered Office. The registered office of the Corporation
shall be in Wilmington, Delaware.
Section 1.2. Corporate Office. The Corporation may have its office or
offices at such place or places as the board of directors, in its discretion,
may from time to time determine.
ARTICLE II: Meetings of Stockholders
Section 2.1. Time and Place. Any meeting of the stockholders may be held
at such time and such place, either within or without the State of Delaware, as
shall be designated from time to time by resolution of the board of directors or
as shall be stated in a duly authorized notice of the meeting.
Section 2.2. Annual Meeting. The annual meeting of the stockholders shall
be held on the date and at the time fixed, from time to time, by the board of
directors; provided, however, that the first annual meeting shall be held within
thirteen months after the organization of the Corporation, and each succeeding
annual meeting shall be held within thirteen months after the last preceding
annual meeting. The annual meeting shall be for the purpose of electing a board
of directors and transacting such other business as may properly be brought
before the meeting.
Section 2.3. Special Meetings. 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 chief executive officer,
president or the board of directors and shall be called by the chief executive
officer, president or secretary at the written request of stockholders owning a
majority in amount of the 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 2.4. Notices. Written notice stating the place, date, and hour of
the meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be given not less than ten nor more than sixty days
before the date of the meeting, except as otherwise required by statute or the
certificate of incorporation, either personally or by mail, prepaid telegram,
telex, cablegram, or radiogram to each stockholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed to be given when deposited
in the official government mail of any country, United States mail, postage
prepaid, addressed to the stockholder at his address as it appears on the stock
records of the Corporation. If given personally or otherwise than by mail, such
notice shall be deemed to be given when either handed to the stockholder or
delivered to the stockholder's address as it appears on the stock records of the
Corporation.
Section 2.5. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting, or at any
adjournment of a meeting, of stockholders; or entitled 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
fifteen days before the date of such meeting, nor more than sixty days prior to
any other action. If no record date is fixed, (i) the record date for
determining stockholders entitled to notice of or to vote at any meeting shill
be at the close of business on the day next preceding the day on which notice is
given or, if notice is waived by all stockholders, at the dose of business on
the day next preceding the day on which the meeting is held; (ii) the record
date for determining stockholders entitled to express consent to corporate
action without a meeting shall be the day on which the first consent is
expressed; and (iii) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the board of
directors adopts the resolution relating to such other purpose. A determination
of stockholders or record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting; provided, however,
that the board of directors may fix a new record date for the adjourned meeting.
Section 2.6. Voting List. The secretary shall prepare and make, at least
ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address 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 the meeting is to be
held. The list shall be produced and kept at the place of the meeting during the
whole time thereof and may be inspected by any stockholder who is present.
Section 2.7. Quorum. The holders of a majority of the stock issued and
outstanding and entitled to vote at the meeting, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise provided by
statute or by the certificate of incorporation. If, however, such a quorum shall
not be present at any meeting of stockholders, the stockholders entitled to
vote, present in person or represented by proxy, shall have the power to adjourn
the meeting from time to time, without notice if the time and place are
announced at the meeting, until a quorum shall be present. At such adjourned
meeting at which a quorum shall be present, any business may be transacted 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 2.8. Voting and Proxies. At every meeting of the stockholders,
each stockholder shall be entitled to one vote, in person or by proxy, for each
share of the capital stock having voting power held by such stockholder, but no
proxy shall be voted on after three years from its date unless the proxy
provides for a longer period. 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
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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, a different vote is required, in which case
such express provision shall govern.
Section 2.9. Waiver. Attendance of a stockholder of the Corporation,
either in person or by proxy, at any meeting, whether annual or special, shall
constitute a waiver of notice of such meeting, except where a 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. A written waiver of notice of any such meeting signed by a
stockholder or stockholders entitled to such notice whether before, at, or after
the time for notice or the time of the meeting, shall be equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any meeting need
be specified in any written waiver of notice.
Section 2.10. Consent of Stockholders in Lieu of Meeting. Any action
required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice, and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by all of the holders of outstanding stock entitled to
vote thereon, the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing. Any such consent may be in counterparts and shall be
effective as of the date of the last signature thereon needed to make it
effective unless otherwise provided therein. Such consent shall be filed with
the minutes of proceedings of the stockholders. If the action that is consented
to is such as would have required the filing of a certificate under any
provisions of the Delaware General Corporation Law if such action had been voted
upon by stockholders at a meeting, the certificate filed shall state, in lieu of
any statement concerning a vote of stockholders, that written consent has been
given in accordance with the provisions of Section 228 of the Delaware General
Corporation Law, and that written notice has been given as provided in that
section.
ARTICLE III: DIRECTORS
Section 3.1. Number. The number of directors shall be one or more; as
fixed from time to time by resolution of the board of directors; provided,
however, that the number of directors shall not be reduced so as to shorten the
tenure of any director at the time in office. The initial number of directors
shall be four.
Section 3.2. Elections. Except as provided in Section 3.3 of this Article
III, the board of directors shall be elected at the annual meeting of the
stockholders or at a special meeting called for that purpose. Each director
shall hold such office until his successor is elected and qualified or until his
earlier resignation or removal.
Section 3.3. Vacancies. Any vacancy occurring on the board of directors
and any directorship to be filled by reason of an increase in the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors, although less than a quorum, or by a sole
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remaining director. Such newly elected director shall hold such office until his
successor is elected and qualified or until his earlier resignation or removal.
Section 3.4. Meetings. The first meeting of each newly elected board of
directors elected at the annual meeting of stockholders shall be held
immediately after, and at the same place as, the annual meeting of the
stockholders, provided a quorum is present, and no notice of such meeting shall
be necessary in order to legally constitute the meeting. The board of directors
may, by resolution, establish a place and time for regular meetings which may
thereafter be held without call or notice.
Section 3.5. Notice of Special Meetings. Special meetings may be called by
the chief executive officer or the president or any two members of the board of
directors. Such notice may be given to each member of the board of directors by
mail by the secretary, the chief executive officer, or the members of the board
calling the meeting by depositing the same in the official government mail of
any country, United States mail, postage prepaid, at least seven days before the
meeting, addressed to the director at the last address he has furnished to the
Corporation for this purpose, and any notice so mailed shall be deemed to have
been given at the time when mailed. Notice may also be given at least
forty-eight hours before the meeting in person or by telephone or by prepaid
telegram, telex, cablegram, or radiogram addressed as stated above; and such
notice shall be deemed to have been given when such personal or telephone
conversation occurs or at the time when such telegram, telex, cablegram, or
radiogram is delivered to such address, as the case may be.
Section 3.6. Quorum. At all meetings of the board, a majority of the total
number of directors shall constitute a quorum for the transaction of business,
and the act of a majority of the directors present at any meeting at which a
quorum is present shall be the act of the board of directors, except as
otherwise specifically required by statute, the certificate of incorporation, or
these bylaws. If less than a quorum is present, the director or directors,
present may adjourn the meeting from time to time without further notice. Voting
by proxy is not permitted at meetings of the board of directors.
Section 3.7. Waiver. Attendance of a director at a meeting of the board of
directors shall constitute a waiver of notice of such meeting, except where a
director 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. A written waiver of notice signed by a
director or directors entitled to such notice, whether before, at, or after the
time for notice or the time of the meeting, shall be equivalent to the giving of
such notice.
Section 3.8. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the board of directors may be taken without a meeting
if a consent in writing setting forth the action so taken shall be signed by all
of the directors and filed with the minutes of proceedings of the board of
directors. Any such consent may be in counterparts and shall be effective on the
date of the last signature thereon unless otherwise provided therein.
Section 3.9. Attendance by Telephone. Members of the board of directors
may participate in a meeting of such board by means of conference telephone or
similar
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communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.
ARTICLE IV: Officers
Section 4.1. Election. The Corporation shall have such officers, with such
titles and duties, as the board of directors may determine by resolution, which
may include a chief executive officer, a chief financial officer, a president,
one or more vice presidents, a secretary, and a treasurer and one or more
assistants to such officers. The officers shall in any event have such titles
and duties as shall enable the Corporation to sign instruments and stock
certificates complying with Sections 103(a) (2) and 158 of the Delaware General
Corporation Law, and one of the officers shall have the duty to record the
proceedings of the stockholders and the directors in a book to be kept for that
purpose. The officers shall be elected by the board of directors; provided,
however, that the chief executive officer may appoint one or more assistant
secretaries and assistant treasurers and such other subordinate officers as he
deems necessary, who shall hold their offices for such terms and shall exercise
such powers and perform such duties as are prescribed in the bylaws or as may be
determined from time to time by the board of directors or the chief executive
officer. Any two or more offices may be held by the same person, except the
offices of chief executive officer and secretary.
Section 4.2. Removal and Resignation. 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 board of directors. Any officer appointed by the chief executive
officer may be removed at any time by the board of directors or the chief
executive officer. Any officer may resign at any time by giving written notice
of his resignation to the chief executive officer or to the secretary, and
acceptance of such resignation shall not be necessary to make it effective
unless the notice so provides. Any vacancy occurring in any office of chief
executive officer, president, vice president, secretary, or treasurer shall be
filled by the board of directors. Any vacancy occurring in any other office may
be filled by the chief executive officer.
Section 4.3. Chief Executive Officer. Unless provided otherwise by a
resolution adopted by the board of directors, the chief executive officer shall
have general active management of the business of the corporation, in the
absence of the Chairperson of the Board or if the office of Chairperson of the
Board is vacant, shall preside at all meetings of the stockholders and of the
board of directors. Subject to the direction and control of the board of
directors, he shall see that all orders and resolutions of the board of
directors are carried into effect. He may negotiate for, approve, and execute
contracts, deeds, and other instruments on behalf of the Corporation as are
necessary and appropriate in the general management of the business of the
Corporation or as are approved by the board of directors or any committee
designated by the board of directors execute contracts, deeds, and other
instruments on behalf of the Corporation as are authorized by the board of
directors. He shall perform such additional functions and duties as the board of
directors may from time to time prescribe.
Section 4.4. Chief Financial Officer. Unless provided otherwise by a
resolution adopted by the board of directors, the chief financial officer shall
have control of the funds and the care and custody of all the stocks, bonds, and
other securities of the Corporation and shall be
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responsible for the preparation and filing of tax returns. He shall receive all
moneys paid to the Corporation and shall have authority to give receipts and
vouchers, to sign and endorse checks and warrants in its name and on its behalf,
and give full discharge for the same. He shall also have charge of the
disbursement of the funds of the Corporation and shall keep full and accurate
records of the receipts and disbursements. He shall deposit all moneys and other
valuable effects in the name and to the credit of the Corporation in such
depositories as shall be designated by the board of directors and shall perform
such other duties and have such other powers as are appropriate and such as are
prescribed by the board of directors or the chief executive officer from time to
time.
Section 4.5. Chairperson of the Board. The board of directors may elect a
Chairperson of the Board who, if elected, shall preside at all meetings of the
stockholders and of the board of directors and shall perform such other duties
as may be prescribed by the board of directors from time to time.
Section 4.6. President. Unless otherwise determined by the board of
directors, the president shall be the chief executive officer of the
corporation. If an officer other than the president is designated chief
executive officer, the president, if any, shall have such powers and perform
such duties as the board of directors or the chief executive officer may
prescribe from time to time. Upon the death, absence, or disability of the chief
executive officer (if an officer other than the president is designated chief
executive officer), the president shall perform the duties and exercise the
powers of the chief executive officer.
Section 4.7. Vice President. The vice president or, if there is more than
one, the vice presidents in the order determined by the board of directors or,
in lieu of such determination, in the order determined by the chief executive
officer shall be the officer or officers next in seniority after the president.
Each vice president shall also perform such duties and exercise such powers as
are appropriate and such as are prescribed by the board of directors or, in lieu
of or in addition to such prescription, such as are prescribed by the chief
executive officer from time to time. Upon the death, absence, or disability of
the president, the vice president or, if there is more than one, the vice
presidents in the order determined by the board of directors or, in lieu of such
determination, in the order determined by the president shall perform the duties
and exercise the powers of the president.
Section 4.8. Assistant Vice President. The assistant vice president or, if
there is more than one, the assistant vice presidents shall, under the
supervision of the chief executive officer, the president or a vice president,
perform such duties and have such powers as are prescribed by the board of
directors, the chief executive officer, the president, or a vice president from
time to time.
Section 4.9. Secretary. The secretary shall give, or cause to be given,
notice of all meetings of the stockholders and special meetings of the board of
directors, keep the minutes of such meetings, have charge of the corporate seal
and stock records, be responsible for the maintenance of all corporate files and
records and the preparation and filing of reports to governmental agencies
(other than tax returns), have authority to affix the corporate seal to any
instrument requiring the seal, which has been executed by two or more officers,
(and, when so affixed, attest it by his signature), and perform such other
duties and have such other powers as are
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appropriate and such as are prescribed by the board of directors, the chief
executive officer or the president from time to time.
Section 4.10. Assistant Secretary. The assistant secretary or, if there is
more than one, the assistant secretaries in the order determined by the board of
directors or, in lieu of such determination, by the chief executive officer, the
president or the secretary shall, in the absence or disability of the secretary
or in case such duties are specifically delegated to him by the board of
directors, the chief executive officer, the president, or the secretary, perform
the duties and exercise the powers of the secretary and shall, under the
supervision of the secretary, perform such other duties and have such other
powers as are prescribed by the board of directors, the chief executive officer,
the president, or the secretary from time to time.
Section 4.11. Treasurer. Unless otherwise determined by the board of
directors, the treasurer shall be the chief financial officer of the
corporation. If an officer other than the treasurer is designated chief
financial officer, the treasurer, if any, shall have such powers and perform
such duties as the board of directors or the chief executive officer may
prescribe from time to time. Upon the death, absence, or disability of the chief
financial officer (if an officer other than the treasurer is designated chief
financial officer), the treasurer shall perform the duties and exercise the
powers of the chief financial officer.
Section 4.12. Assistant Treasurer. The assistant treasurer or, if there is
more than one, the assistant treasurers in the order determined by the board of
directors or, in lieu of such determination, by the chief executive officer, the
president or the treasurer shall, in the absence or disability of the treasurer
or in case such duties are specifically delegated to him by the board of
directors, the chief executive officer, the president, or the treasurer, perform
the duties and exercise the powers of the treasurer and shall, under the
supervision of the treasurer, perform such other duties and have such other
powers as are prescribed by the board of directors, the chief executive officer,
the president, or the treasurer from time to time.
Section 4.13. Compensation. Officers shall receive such compensation, if
any, for their services as may be authorized or ratified by the board of
directors. Election or appointment as an officer shall not of itself create a
right to compensation for services performed as such officer.
ARTICLE V: Committees
Section 5.1. Designation of Committees. The board of directors may
establish committees for the performance of delegated or designated functions to
the extent permitted by law, each committee to consist of one or more directors
of the Corporation. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of such absent or disqualified member.
Section 5.2. Committee Powers and Authority. The board of directors may
provide, by resolution or by amendment to these bylaws, that a committee may
exercise all the power and authority of the board of directors in the management
of the business and affairs of the Corporation, and may authorize the seal of
the Corporation to be affixed to all papers which may
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require it (provided that any such sealed paper shall bear the signature of two
officers of the Corporation); provided, however, that a committee may not
exercise the power or authority of the board of directors in reference to
amending the certificate of incorporation (except that a committee may, to the
extent authorized in the resolution or resolutions providing for the issuance of
shares of stock adopted by the board of directors, pursuant to Section 4.2 of
Article IV of the certificate of incorporation, fix the designations and any of
the preferences or rights of shares of preferred stock relating to dividends,
redemption, dissolution, any distribution of property or assets of the
Corporation, or the conversion into, or the -exchange of shares for, shares of
any other class or classes or any other series of the same or any other class or
classes of stock of the Corporation or fix the number of shares of any series of
stock or authorize the increase or decrease of the shares of any series),
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease, or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of a dissolution, or amending
these bylaws; and, unless the resolution expressly so provides, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.
Section 5.3. Committee Procedures. To the extent the board of directors or
the committee does not establish other procedures for the committee, each
committee shall be governed by the procedures established in Section 3.4 (except
as they relate to an annual meeting of the board of directors) and Sections 3.5,
3.6, 3.7, 3.8, and 3.9 of these bylaws, as if the committee were the board of
directors.
ARTICLE VI: Indemnification
Section 6.1. Expenses, Judgment, or Settlement. The Corporation shall
indemnify 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, or investigative (other than an action by or in
the right of the Corporation) by reason of the act that he is or was a director
or officer of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, association, or other enterprise, against
expenses (including attorneys" fees), judgments, fines and amounts paid ~n
settlement actually and reasonably incurred by him in connection with such
action, suit, or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation with such action, suit, or proceeding, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, conviction, or upon
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.
Section 6.2. Expenses. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or
completed action or suit by
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or in the right of the Corporation to procure a judgment in its favor by reason
of the fact that he is or was a director or officer of the Corporation, or is or
was serving at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust, association,
or other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, except that no
indemnification shall be made in respect of any claim, issue, or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the State of Delaware
or such other court shall deem proper.
Section 6.3. Successful Defense. To the extent that any person referred to
in the preceding two sections of this Article VI has been successful on the
merits or otherwise in defense of any action, suit, or proceeding referred to in
such sections, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.
Section 6.4. Determination to Indemnify. Any indemnification under the
first two sections of this Article VI (unless ordered by a court) shall be made
by the Corporation only as authorized in the specific case upon a determination
that indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth therein. Such
determination shall be made (i) by the board of directors by a majority vote of
a quorum consisting of directors who were not parties to such action, suit, or
proceeding, or (ii) if such quorum is not obtainable or, even a obtainable, a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders.
Section 6.5. Expense Advances. Expenses incurred by an officer or director
in defending a civil or criminal 'action, suit, or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit, or
proceeding upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article VI.
Section 6.6. Provisions Nonexclusive. The indemnification and advancement
of expenses provided by, or granted pursuant to, the other sections of this
Article VI shall not be deemed exclusive of any other rights to which any person
seeking indemnification or advancement of expenses may be entitled, under the
certificate of incorporation or under any other bylaw, agreement, insurance
policy, vote of stockholders or disinterested directors, statute, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.
Section 6.7. Insurance. By action of the board of directors,
notwithstanding any interest of the directors in the action, the Corporation
shall have power to purchase and maintain insurance, in such amounts as the
board of directors deems appropriate, on behalf of any person
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who is or was a director or officer of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, employee, or agent of
another Corporation, partnership, joint venture, trust, association, or other
enterprise, against any liability asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not he is
indemnified against such liability or expense under the provisions of this
Article VI and whether or not the Corporation would have the power or would be
required to indemnify him against such liability under the provisions of this
Article VI or of the Delaware General Corporation Law or by any other applicable
law.
Section 6.8. Surviving Corporation. The board of directors may provide by
resolution that references to "the Corporation" in this Article VI shall
include, in addition to this Corporation, all constituent corporations absorbed
in a merger with this Corporation so that any person who was a director or
officer of such & constituent corporation or is or was serving at the request of
such constituent corporation as a director, employee, or agent of another
corporation, partnership, joint venture, trust, association, or other entity
shall stand in the same position under the provisions of this Article VI with
respect to this Corporation as he would if he had served this Corporation in the
same capacity or is or was so serving such other entity at the request of this
Corporation, as the case may be.
Section 6.9. Inurement. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VI shall continue as to a
person who has caused to be a director or officer and shall inure to the benefit
of the heirs, execution, and administration of such person.
ARTICLE VIII: Stock
Section 7.1. Certificates. Every holder of stock in the Corporation shall
be entitled to have a certificate, signed by or in the name of the Corporation
by the chairman or vice-chairman of the board of directors, or the chief
executive officer, the president or a vice president, and by the secretary or an
assistant secretary, or the treasurer or an assistant treasurer of the
Corporation; certifying the number of shares owned by him in the Corporation.
Section 7.2. Facsimile Signatures. Where a certificate of stock is
countersigned (i) by a transfer agent other than the Corporation or its employee
or (ii) by a registrar other than the Corporation or its employee, any other
signature on the certificate may be facsimile. In case any officer, transfer
agent, or registrar who has signed, or whose facsimile signature or signatures
have been placed upon, any such certificate shall cease to be such officer,
transfer agent, or registrar, whether because of death, resignation, or
otherwise, before such certificate is issued, the certificate may nevertheless
be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
Section 7.3. Transfer of Stock. Transfers of shares of stock of the
Corporation shall be made on the books of the Corporation only upon presentation
of the certificate or certificates representing such shares properly endorsed or
accompanied by a proper instrument of assignment, except as may otherwise be
expressly provided by the laws of the State of Delaware or by order by a court
of competent jurisdiction. The officers or transfer agents of the Corporation
may, in their discretion, require a signature guaranty before making any
transfer.
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Section 7.4. Lost Certificates. The board of directors may direct that a
new certificate of stock be issued in place of any certificate issued by the
Corporation that is alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate to be
lost, stolen, or destroyed. When authorizing such issue of a new certificate,
the board of directors may, in its discretion and as a condition precedent to
the issuance of a new certificate, require the owner of such lost, stolen, or
destroyed certificate, or his legal representative, to give the Corporation a
bond in such sum as it may reasonably direct as indemnity against any claim that
may be made against the Corporation on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of such new certificate.
Section 7.5. Registered Stockholders. The Corporation shall be entitled to
treat the person in whose name any shares of stock are registered on its books
as the owner of such shares for all purposes and shall not be bound to recognize
any equitable or other claim or interest in such shares on the part of any other
person, whether or not the Corporation shall have notice of such claim or
interest, except as expressly provided by the laws of Delaware.
ARTICLE VIII: Seal
The board of directors may adopt and provide a seal which shall be circular
in form and shall bear the name of the Corporation and the words "SEAL" and
"DELAWARE," and which, when adopted, shall constitute the corporate seal of the
Corporation. The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or manually reproduced.
ARTICLE IX: Fiscal Year
The board of directors, by resolution, may adopt a fiscal year for the
Corporation.
ARTICLE X: Amendment
These bylaws may at any time and from time to time be amended, altered, or
repealed by the board of directors, but the stockholders may make additional
bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.
* * * * *
CERTIFICATION
The undersigned, Secretary of IPSCO Tubulars Inc., a Delaware corporation,
does hereby certify that the foregoing Restated Bylaws are the Bylaws adopted
for the corporation by its board of directors by unanimous written consent dated
June 1, 1999.
By: /s/ John Comrie
---------------------------
John Comrie, Secretary
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