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Previous: INTERMOUNTAIN REFINING CO INC, S-1/A, EX-3.1, 2000-06-22 |
Next: INTERMOUNTAIN REFINING CO INC, S-1/A, EX-5.1, 2000-06-22 |
S1_EX-10<PAGE>
BYLAWS
OF
INTERMOUNTAIN REFINING CO., INC.
ARTICLE I
OFFICES
The principal office for the transaction
of the business of the corporation
shall be in the City of Farmington, State of New Mexico.
The corporation may
also have an office or offices at such other places within or without
the State
of New Mexico as the Board of Directors may from time to time determine.
ARTICLE II
MEETINGS OF SHAREHOLDERS
2.1 Place. All meetings
of shareholders shall be held at the principal
office of the corporation or at any place within or without the
State of New
Mexico which may be designated by the Board of Directors.
2.2 Annual Meeting.
The annual meeting of shareholders shall be held
during the month when the corporation's fiscal year ends, or at
such other date
as is determined by the Board of Directors. At the annual
meeting, the
shareholders shall elect a Board of Directors to serve until the
next annual
meeting and until their successors are elected, and may also transact
such other
business as may properly be brought before the meeting.
2.3 Special Meeting.
Special meetings of the shareholders may be called
by the Board of Directors, or by the holders of not less than one-tenth
of all
the shares entitled to vote at the meeting. Business transacted
at such special
meetings shall be confined to the objects stated in the call and
matters germane
to that.
2.4 Notice. Written
notice stating the place, day, and hour of the
meeting and, in case of a special meeting, the purpose or purposes
for which the
meeting is called, shall be delivered not less than ten (10) nor
more than fifty
(50) days before the date of the meeting, either personally or
by mail, at the
direction of the President, the Secretary, or the officer or persons
calling the
meeting, to each shareholder of record entitled to vote at the
meeting; except
that such notice shall be delivered to all shareholders of record,
whether or
not entitled to vote at such meeting, not less than thirty (20)
days before the
date of the meeting, if a purpose of the meeting includes merger
or
consolidation with another corporation or the sale, lease, exchange
or other
disposition of all or substantially all the property and assets
of the
corporation if not in the usual and regular course of its business.
The written
notice shall include notice of the following purpose or purposes
for any
meeting, whether regular or special: sale, lease, exchange,
or other
disposition of all or substantially all of the corporation's assets;
merger or
consolidation with another corporation; amendment of the Articles
of
Incorporation; voluntary dissolution of the corporation or revocation
of
voluntary dissolution proceedings; or a plan of distribution of
securities or
any other assets in connection with winding up the business of
the corporation.
If mailed, the notices shall be deemed to be delivered when deposited
in the
United States mail addressed to the shareholder at his address
as it appears on
the stock transfer books of the corporation, with postage thereon
prepaid.
Attendance of a shareholder in person or by proxy at a meeting
constitutes a
waiver of notice of the meeting, except where a shareholder attends
a meeting
for the express purpose of objecting to the transaction of any
business because
the meeting is not lawfully called or convened.
S1_EX-11<PAGE>
The transactions at any meeting of shareholders,
however called and
noticed, are as valid as though had at a meeting duly held after
regular call
and notice if a quorum is present in person or by proxy and if,
either before or
after the meeting, each of the persons entitled to vote, not so
present at the
meeting in person or by proxy, signs a written waiver of notice
or a consent to
the holding of a meeting or an approval of the minutes thereof.
2.5 Consents. Any action
that may be taken at a meeting of the
shareholders, except approval of an agreement for merger or consolidation
of the
corporation with other corporations and except as may be otherwise
required by
law, may be taken without a meeting if authorized by a writing
signed by all of
the persons who would be entitled to vote at a meeting upon such
action and
filed with the Secretary of the corporation.
2.6 Quorum. The presence
in person or by proxy of the persons entitled to
vote a majority of the voting shares at any meeting constitutes
a quorum for the
transaction of business, except as otherwise provided by statute
or by the
Articles of Incorporation. If a quorum is present at the
commencement of a
meeting, business may be transacted until it is adjourned even
though the
withdrawal of shareholders leaves less than a quorum present.
2.7 Adjourned Meetings.
Any meeting of shareholders, whether or not a
quorum is present, may be adjourned from time to time by the vote
of a majority
of the shares represented thereat, but if a quorum is not present,
no other
business may be transacted. When a meeting is adjourned for
less than thirty
days, it is not necessary to give notice of the time, place, or
business to be
transacted except by announcement at the time adjournment is taken.
When a
meeting is adjourned for thirty days or more, notice of the adjourned
meeting
shall be given as in the case of an original meeting.
2.8 Proxies. A proxy,
to be valid at any meeting, shall have been
executed within eleven months prior to the meeting, unless the
person executing
it specifies therein a longer or shorter period (including an indefinite
period). All proxies shall be in writing, executed by the
person entitled to
vote or by his duly authorized attorney in fact, and delivered
to the Secretary
of the corporation.
2.9 Organization. The
chair of the Board, or in his absence the
vice-chair of the Board, or the President, in the order named,
shall call
meetings of the shareholders to order, and shall act as chair of
such meeting;
provided, however, that the Board of Directors or executive committee
may
appoint any shareholder to act as chair of any meeting in the absence
of the
chairman of the Board. The secretary of the corporation shall
act as secretary
at all meetings of the shareholders; but in the absence of the
secretary at any
meeting of the shareholders the presiding officer may appoint any
person to act
as secretary of the meeting.
2.10 Voting. At each meeting
of the shareholders, every shareholder shall
be entitled to vote in person, or by proxy appointed by instrument
in writing,
subscribed by such shareholder or by his duly authorized attorney,
and delivered
to the inspectors at the meeting; and he shall have one vote for
each share of
stock standing registered in his name at the date fixed by the
Board of
Directors pursuant to these bylaws. The votes for directors
and, upon demand of
any shareholder, or where required by law, the votes upon any question
before
the meeting, shall be by ballot.
At least 10 days before each meeting of
the shareholders for electing
directors, a full, true, and complete list, in alphabetical order,
of all of the
shareholders entitled to vote at such election, showing the address
of each
shareholder, and indicating the number of shares held by each,
shall be
furnished and held open for inspection in such manner as is required
by law.
Only the persons in whose names shares of stock stand on the books
of the
corporation at the date fixed by the Board of Directors pursuant
to these
bylaws, as evidenced in the manner provided by law, shall be entitled
to vote in
person or by proxy on the shares so standing in their names.
S1_EX-12<PAGE>
Prior to any meeting, but after the date
fixed by the Board of Directors
pursuant to these bylaws, any proxy may submit his powers of attorney
to the
Secretary, or the Treasurer, for examination. The certificate
of the Secretary,
or of the Treasurer, as to the regularity of such powers of attorney,
and as to
the number of shares held by the persons who severally and respectively
executed
such powers of attorney, shall be received as prima facie evidence
of quorum at
such meeting and of organizing the same, and for all other purposes.
2.11 Election Inspectors.
One or three election inspectors may be
appointed by the Board of Directors in advance of a shareholders'
meeting or at
the meeting by the chairman thereof. If not previously chosen,
inspectors shall
be appointed by the chairman at the meeting if requested by one
or more
shareholders or proxies. When inspectors are appointed at
the request of
shareholders or proxies, the majority of shares present at a meeting
shall
determine whether one or three are to be chosen.
The election inspectors shall determine
all questions concerning the
existence of a quorum and the right to vote, shall tabulate and
determine the
result, and shall do all other acts necessary to the expeditious
and impartial
conduct of the vote. Upon request of the chairman of the
meeting or of any
shareholder or proxy, the inspectors shall make a written report
and certificate
of their determination of any matter. If there are three
inspectors, the
determination, report, or certificate of two is effective as if
made by all.
2.12 Fixing Date for Determination
of Shareholders' Rights. The Board of
Directors is authorized from time to time to fix in advance a date,
not
exceeding 50 days before the date of any meeting of shareholders,
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, as record date for the determination of the shareholders
entitled to
notice of, and to vote at, any such meeting and any adjournment,
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
stock, and in such case such shareholders and only such shareholders
as shall be
shareholders of record on the date so fixed shall be entitled to
such notice of,
and vote at, such meeting and any adjournment, or to receive payment
of such
dividend, or to receive such allotment of rights, or to exercise
such rights, as
the case may be, notwithstanding any transfer of any stock on the
books of the
corporation after any such record date fixed as stated. If
no record date is
fixed:
(i) The record
date for determining shareholders entitled to notice of
or to vote at a meeting of shareholders shall be at the close of
business on the
day before the notice is given, or, if notice is waived, at the
close of
business on the day before the meeting is held;
(ii) The
record date for determining shareholders entitled to express
consent to corporate action in writing without a meeting, when
no prior action
by the Board of Directors is necessary, shall be the day on which
the first
written consent is expressed; and
(iii) The
record date for determining shareholders for any other
purpose shall be at the close of business on the day on which the
directors
adopts the resolution relating to it.
ARTICLE III
DIRECTORS
3.1 Number and Qualifications.
Subject to any limitations contained in
the Articles of Incorporation and in the statutes as to action
to be authorized
or approved by the shareholders, all corporate powers shall be
exercised by or
under authority of, and the business and affairs of the corporation
shall be
controlled by, its Board of Directors, which shall consist of not
fewer than two
directors. Except as to the number constituting the initial
Board of Directors,
the number of directors shall be determined by the shareholders
at the annual
meeting of shareholders, and the directors shall be elected by
the shareholders
at the annual meeting of the shareholders, and each director shall
be elected to
serve until the next annual meeting and until his successor shall
be elected and
qualified.
S1_EX-13<PAGE>
3.2 Managing Director.
The Board of Directors may, by resolution passed
by a majority of the whole Board of Directors, appoint a managing
director and
may delegate to the managing director, to the extent provided in
the resolution
or a subsequent resolution passed by a majority of the whole Board,
any of the
powers and authority of the Board of Directors in the management
of the business
and affairs of the corporation, except the power and authority
of the Board in
reference to: (i) declaring dividends or authorizing distributions;
(ii)
approving or recommending to shareholders actions or proposals
required by law
to be approved by shareholders; (iii) designating candidates for
the office of
director, for purposes of proxy solicitation or otherwise, or filling
vacancies
on the Board of Directors or on any committee thereof; (iv) amending
the bylaws;
(v) approving a plan of merger not requiring shareholder approval;
(vi)
authorizing or approving the re-acquisition of shares unless pursuant
to a
general formula or method specified by the Board of Directors;
(vii) authorizing
or approving the issuance or sale of, or any contract to issue
or sell, shares
or designate the terms of a series or a class of shares; and (viii)
such other
powers as are required by law to be exercised directly by the Board
of
Directors. The managing director shall report to the Board
of Directors and
shall maintain such records of its actions as the Board may require
from time to
time.
3.3 Vacancies. Vacancies
in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors, though
less than a
quorum, or by the sole remaining director, and each director so
elected shall
hold office for the unexpired term of his predecessor in office.
Any
directorship to be filled by reason of an increase in the number
of directors
may be filled by the Board of Directors for a term of office continuing
only
until the next election of directors by the shareholders.
3.4 Place of Meetings.
The Board of Directors may hold its meetings at
any place within or without the State of New Mexico designated
from time to time
by resolution of the Board or by written consent of all the members
of the
Board. In the absence of such designation, meetings shall
be held at the
principal office of the corporation. Any regular or special
meeting is valid
wherever held if held upon written consent of all the members of
the Board of
Directors, given either before or after the meeting and filed with
the Secretary
of the corporation.
3.5 Meetings. The Board
of Directors shall hold its annual meeting
immediately after the annual shareholders' meeting. Notice
of such meeting is
hereby dispensed with. Other regular meetings of the Board
of Directors may be
held without notice at such time as shall from time to time be
determined by the
Board of Directors, provided notice of any change in the time or
place of any
such meeting is sent to all directors. Written notice of
special meetings
stating the date, time, and place shall be delivered either personally
or by
mail to each director no less than two days before the date of
the meeting.
Members of the Board of Directors may participate in the meeting
of the Board by
means of a conference telephone or similar communications equipment
pursuant to
which all persons participating in the meeting can hear each other
at the same
time, and participation by such means shall constitute presence
in person at a
meeting.
3.6 Special Meetings.
Special meetings of the Board may be called by the
chair of the Board or the President on two days' notice to each
director, either
personally, by first class mail, by overnight courier, or by facsimile;
special
meetings shall be called by the chair of the Board or the President
or Secretary
in like manner and on like notice on the written request of two
directors.
3.7 Quorum. At all meetings
of the Board the presence of a majority of
the 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 of incorporation or by these bylaws.
S1_EX-14<PAGE>
3.8 Consents. Any action
required or permitted to be taken by the Board
of Directors may be taken without a meeting if all members of the
Board consent
in writing to such action.
3.9 Dissents. A director
who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall
be presumed to
have assented to the action taken unless (a) his dissent is entered
in the
minutes of the meeting, or (b) he files his written dissent to
such action with
the person acting as the secretary of the meeting before the adjournment
thereof, or (c) he forwards his dissent by certified mail to the
Secretary of
the corporation immediately after the adjournment of the meeting.
The right to
dissent shall not apply to a director who voted in favor of such
action.
3.10 Committees. The
Board of Directors may, by resolution(s) passed by a
majority of the whole Board of Directors, appoint an executive
committee and
other committees, composed of two or more directors, and may delegate
to the
executive committee or other committees, to the extent provided
in the
resolution(s) or by subsequent resolution(s) passed by a majority
of the whole
Board, any of the powers and authority of the Board of Directors
in the
management of the business and affairs of the corporation, except
the power and
authority of the Board to: (i) declare dividends or authorize
distributions;
(ii) approve or recommend to shareholders actions or proposals
required by law
to be approved by shareholders; (iii) designate candidates for
the office of
director, for purposes of proxy solicitation or otherwise, or fill
vacancies on
the Board of Directors or on any committee thereof; (iv) amend
the bylaws; (v)
approve a plan of merger not requiring shareholder approval; (vi)
authorize or
approve the re-acquisition of shares unless pursuant to a general
formula or
method specified by the Board of Directors; (vii) authorize or
approve the
issuance or sale of, or any contract to issue or sell, shares or
designate the
terms of a series or a class of shares; and (viii) such other powers
as are
required by law to be exercised directly by the Board of Directors.
The executive committee and other committees
so appointed shall keep
regular minutes of their proceedings and shall report the same
to the Board of
Directors as it may require from time to time.
3.11 Compensation. Directors,
as such, shall not receive any stated
salaries for their services but, by resolution by the Board of
Directors, any
director may be paid a fixed sum, including a fixed monthly fee,
and expenses of
attendance may be allowed for attendance at each regular or special
meeting of
the Board of Directors; 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
the executive
committee and other committees may be allowed like compensation
and expenses for
attending meetings of the committees.
3.12 Removal. The entire
Board of Directors or any individual director
may be removed, with or without cause, from office by a vote of
shareholders
holding a majority of the outstanding shares then entitled to vote
at an
election of directors. In case the entire Board or any one
or more directors
are so removed, new directors may be elected at the same meeting.
S1_EX-15<PAGE>
ARTICLE IV
OFFICERS
4.1 Officers and Qualifications.
The officers of the corporation shall be
a President, one or more Vice-Presidents, a Secretary, and a Treasurer,
all of
whom shall be chosen by the Board of Directors. The Board
of Directors may also
choose one or more Assistant Secretaries and Assistant Treasurers.
Any two or
more offices may be held by the same person. One person may
hold two of more
offices, except that the offices of President and Secretary may
not be the same
person. In its discretion, the Board of Directors may leave
unfilled any office
except those of President, Treasurer, and Secretary.
4.2 Election. The Board
of Directors, at its annual meeting, shall choose
a President, one or more Vice Presidents, a Secretary ,and a Treasurer,
none of
whom need be a member of the Board.
The Board of Directors may appoint at the
time of such meeting or at such
other time or times as the business of the corporation may require,
such other
officers and agents as it shall deem necessary, who shall hold
their offices for
such terms and shall exercise such powers and perform such duties
as shall be
determined from time to time by the Board of Directors.
If the office of any officer becomes vacant
for any reason, the vacancy
shall be filled by the Board of Directors.
4.3 Compensation. The
salaries of the principal officers of the
corporation shall, and salaries of other employees may, be fixed
from time to
time by the Board of Directors and may be changed from time to
time by it in its
discretion.
4.4 Term. The officers
of the corporation shall hold office until they
are removed or resign or until their successors are chosen.
4.5 Duties of Officers.
The duties and powers of the officers of the
corporation shall be as follows, as supplemented from time to time
by resolution
of the Board of Directors:
(a)
President. The President shall be the chief executive officer of
the corporation, shall have general and active management of the
business of the
corporation, shall see that all orders and resolutions of the Board
of Directors
are carried into effect, and shall exercise such other powers and
perform such
other duties as shall be determined from time to time by the Board
of Directors;
(b)
Vice Presidents. The Vice Presidents, in the order of their
seniority, shall, in the absence or disability of the President,
perform the
duties and exercise the powers of the President and shall perform
such other
duties as the Board of Directors shall prescribe;
(c)
Secretary and Assistant Secretaries. The Secretary shall attend
all sessions of the Board and all meetings of the shareholders
and record all
votes and the minutes of all proceedings in a book to be kept for
that purpose
at the principal office of the corporation or at such other place
as the Board
of Directors may from time to time determine. He shall keep
at the principal
office for the transaction of the business of the corporation the
original or a
copy of the bylaws, amended or otherwise altered to date, certified
by him, and
a share register or a duplicate share register, showing the names
of the
shareholders and their addresses, the number and class of shares
held by each,
and the number and date of cancellation of every certificate surrendered
for
cancellation. He shall give such notices as may be required
by law or these
bylaws. In addition, he shall exercise such other powers
and perform such other
duties as shall be determined by the Board of Directors.
The Assistant Secretaries, in the order
of their seniority, shall, in the
absence or disability of the Secretary, perform the duties and
exercise the
powers of the Secretary and shall perform such other duties as
the Board of
Directors shall prescribe; and
S1_EX-16<PAGE>
(d)
Treasurer and Assistant Treasurers. The Treasurer shall have the
custody of the corporate funds and securities and shall keep adequate
and
correct accounts of the corporate properties and business transactions.
He
shall disburse the funds of the corporation as may be ordered by
the Board of
Directors, taking proper vouchers for such disbursements, shall
render to the
President and directors, at regular meetings of the Board of Directors
or
whenever they may require it, an account of all his transactions
as Treasurer
and of the financial condition of the corporation, and shall exercise
such other
powers and perform such other duties as shall be determined by
the Board of
Directors.
The Assistant
Treasurers, in the order of their seniority, shall, in
the absence or disability of the Treasurer, perform the duties
and exercise the
powers of the Treasurer and shall perform such other duties as
the Board of
Directors shall prescribe.
4.6 Removal. Any officer
may be removed or replaced at any time either
with or without cause by vote of a majority of the Board of Directors,
but such
removal shall be without prejudice to the contract rights, if any,
of the
officer so removed. Election or appointment of an officer
or agent shall not of
itself create contract rights. Furthermore, nothing contained
in the Articles
of Incorporation or in the bylaws, as they may be amended from
time to time,
shall be construed as providing a basis for an express or implied
contract of
employment between the corporation and the officer or agent.
Such officer or
agent shall have only those contract rights contained in the express
written
employment agreement between the corporation and the officer or
agent.
4.7 Resignation. Any
director or other officer may resign his office at
any time, such resignation to be made in writing and to take effect
from the
time of its receipt by the corporation, unless some other time
be fixed in the
resignation, and then from that time. The acceptance of a
resignation shall not
be required to make it effective.
ARTICLE V
SHARES
5.1 Certificates for Shares.
Certificates representing shares of the
corporation shall be in such form as may be determined by the Board
of
Directors. Such certificates shall be signed by the chair
of the Board, the
President, or a Vice-President, and also by the Secretary or an
Assistant
Secretary, and shall be sealed with the seal of the corporation.
The seal may
be a facsimile. If a stock certificate is countersigned by
(i) a transfer agent
other than the corporation or its employee, or (ii) a registrar
other than the
corporation or its employee, such signature on the certificate
may be a
facsimile. In case any officer, transfer agent, or registrar
who has signed or
whose facsimile signature has been placed upon a certificate shall
have ceased
to be such officer, transfer agent, or registrar before such certificate
is
issued, it may be issued by the corporation with the same effect
as if he were
such officer, transfer agent, or registrar at the date of issue.
All
certificates for shares all be consecutively numbered or otherwise
identified.
The name of the person to whom the shares represented thereby are
issued, with
the number of shares and date of issue, shall be entered on the
books of the
corporation. All certificates surrendered to the corporation
for transfer shall
be canceled and no new certificates shall be issued until the former
certificate
for a like number of shares shall have been surrendered and canceled,
except
that in case of a lost, destroyed, or mutilated certificate a new
one may be
issued upon such terms and indemnity to the corporation as the
Board of
Directors may prescribe.
5.2 Registered Shareholders.
The corporation shall be entitled to treat
the holder of record of any share or shares 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 New Mexico.
S1_EX-17<PAGE>
5.3 Lost Certificates.
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 for shares 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.
5.4 Transfers of Shares.
Transfers of shares of the corporation shall be
made only on the books of the corporation by the holder of record
or by his
legal representative, who shall furnish proper evidence of authority
to
transfer, or by his attorney thereunto authorized by power of attorney
duly
executed and filed with the secretary of the corporation, and surrender
for
cancellation of the certificate for such shares. The person
in whose name
shares stand on the books of the corporation shall be deemed the
owner for all
purposes as regards the corporation.
ARTICLE VI
DIVIDENDS AND DISTRIBUTIONS
Except as otherwise provided by law, the
Board of Directors at any regular
or special meeting may declare dividends or authorize distributions,
whenever in
the exercise of its discretion it may deem such dividends or distributions
advisable. Such dividends or distributions may be paid in
cash, property, or
shares of the corporation. The foregoing notwithstanding,
no such dividends or
distributions shall be made if, after giving effect thereto, either:
i) the corporation would be unable to pay its debts as they
become due in the usual course of business, or
ii) the corporation's total assets would be less than the sum of
its total liabilities and the maximum amount that then would be
payable in any
liquidation, in respect of all outstanding shares having preferential
rights in
liquidation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS, AND DEPOSITS
7.1 Contracts. The Board
of Directors may authorize any officer or agent
to enter into any contract or execute and deliver any instrument
in the name of
and on behalf of the corporation, and such authority may be general
or confined
to specific instances.
7.2 Loans. No loans shall
be contracted on behalf of the corporation and
no evidences of indebtedness shall be issued in its name unless
authorized by a
resolution of the Board of Directors. Such authority may
be general of confined
to specific instances
7.3 Checks, Drafts, etc.
All checks, drafts or other orders for the
payment of money, and notes or other evidences of indebtedness
issued in the
name of the corporation, shall be signed by such officers or agents
of the
corporation and in such manner as shall from time to time be determined
by
resolution of the Board of Directors.
7.4 Deposits. All funds of
the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in
such banks,
trust companies, or other depositories as the Board of Directors
may select.
S1_EX-18<PAGE>
7.5 Power to Execute Proxies.
The chair of the Board, the vice-chair, the
President or any Vice-President may execute proxies on behalf of
the corporation
with respect to the voting of any shares of stock owned by the
corporation.
ARTICLE VIII
AMENDMENTS
The power to adopt, amend, or repeal the
bylaws or adopt new bylaws shall
be vested in the Board of Directors.
CERTIFICATION OF BYLAWS
I certify that these bylaws were duly adopted
by the Board of Directors of
Intermountain Refining Co., Inc., have not been amended, superseded,
or
rescinded, and are currently in full force and effect.
July 22, 1999
Rick L. Hurt
Secretary
ATTEST:
William N. Hager
President
S1_EX-19<PAGE>
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