BY-LAWS
OF
CLARKS FORK OIL COMPANY, INC.
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the corporation
shall be located in the City of Cadillac County of Wexford, State of
Michigan.
Section 2. Registered Office. The registered office of the corporation
may be the same as the principal office of the corporation, but in any event
must be located in the State of Michigan, and be the business office of the
registered agent, as required by the Michigan Business Corporation Act.
Section 3. Other Business Offices. The corporation may have business
offices at such other places, either within or without the State of Michigan,
as the Board of Directors may designate or as the business of the corporation
may require from time to time.
ARTICLE II
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall
be held on the second Monday in the month of March, in each year, beginning
with the year 1982, at the hour of 10:00 o'clock a.m., for the election of a
Board of Directors and for the transaction of such other business as may
properly come before the meeting. If the day fixed for the annual meeting shall
be a legal holiday in the State of Michigan, such meeting shall be held on the
next succeeding business day. The date of the annual meeting of the
shareholders shall in no event be changed within the thirty (30) days next
preceding the date on which the annual meeting is to be held unless consented to
in writing, or by resolution adopted at a meeting, by all the shareholders
entitled to vote at the annual meeting. If the election of Directors
shall not be held on the day designated herein for any annual meeting of the
shareholders, or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of shareholders as soon thereafter
as conveniently may be.
Section 2. Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes may be called by the president or
Secretary or by the Board of Directors, and shall be called by the president
or Secretary at the request of the holders of not less than fifty percent (50%)
of all the outstanding shares of the corporation entitled to vote at the
meeting.
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Michigan,
as the place for the holding of such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation in the State of Michigan.
Section 4. Notice of Meetings of Shareholders.
A. Annual Meetings. At least ten (10) days, but not more than sixty (60)
days, prior to the date fixed by Section 1 of this Article for the holding of
the annual meeting of shareholders, written or printed notice stating the place,
day and hour of the meeting shall be delivered, either personally or by mail,
to each shareholder of record entitled to vote at such meeting.
B. Special Meetings. At least ten (10) days, but not more than sixty
(60) days, prior to the date fixed for the holding of any special meeting
of shareholders, written notice of the time, place and purpose of such
meeting shall be delivered, either personally or by mail, to each shareholder
of record entitled to vote at such meeting. No business not mentioned in the
notice shall be transacted at such meeting.
C. Mailing. Every notice shall be deemed duly served when the same has
been deposited in the United States mail, with postage fully prepaid, addressed
to the shareholder at his, her or its address as it appears on the stock
transfer books of the corporation.
D. Waiver. Attendance of a person at a meeting of shareholders, in
person or by proxy, shall constitute a waiver of such notice, except when
attendance is for the express purpose of objecting to the transaction of any
business, at the commencement of the meeting, because the meeting was
not lawfully called or convened.
Section 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote any
meeting of shareholders or any adjournment thereof, or shareholders entitled
to receive payment of any dividend, or entitled to receive the allotment of
rights or for the purpose of making necessary determinations in connection
with the change or conversion or exchange of capital stock, the Board of
Directors of the corporation may provide that the stock transfer books shall
be closed for a stated period but not to exceed, in any case, sixty (60) days.
If the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten (10) days immediately preceding
such meeting. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than
sixty (60) days and, in case of a meeting of shareholders, not less than
ten (10) days prior to the date on which the particular action, requiring such
determination of shareholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders,
or shareholders entitled to receive payment of a dividend, the date on
which notice of the meeting is mailed or the date on which the resolution
of the Board of Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of shareholders
provided that such date shall in no case be more than sixty (60) days
prior to the date on which the particular action requiring such determination
of shareholders, is to be taken. When a determination of shareholders
entitled to vote at any meeting shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof.
Nothing in this Section shall affect the right of a shareholder and his
transferee or transferor as between themselves.
Section 6. Voting Lists. The officer or agent having charge of the stock
ledger of the corporation shall make, at least ten (10) days before each
meeting of shareholders, a complete list of the shareholders entitled to vote
at such meeting, or any adjournment thereof, arranged in alphabetical order,
within each series, with the address of and the number of shares held by each,
(which list, for a period of ten (10) days prior to such meeting, shall be open
at the place where said meeting is to be held and shall be subject to
examination by any shareholder entitled to vote at such meeting, and
holding in the aggregate at least two percent (2%) of the outstanding
capital stock of the corporation at any time during usual business hours.)
Such list shall (also) be produced and kept open at the time and pace of the
meeting during the whole time thereof, and shall be subject to the inspection
of any registered shareholder or his proxy who may be present. The original
or duplicate stock ledger or a list shall be the only evidence as to who are
shareholders entitled to examine such list or the books of the corporation,
or to vote in person or by proxy at any meeting of shareholders.
Section 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a
majority of the outstanding shares are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at
which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave
less then a quorum.
Section 8. Proxies. At all meetings of shareholders, a shareholder may
vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary of the
corporation before or at the time of the meeting.
Section 9. Voting of Shares. [Subject to the provisions of Section 11 of
this Article II,] Each outstanding share of capital stock of the corporation
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders except as the Articles of Incorporation otherwise provide.
Section 10. Voting of Shares by Certain Holders.
A. Other Corporations. Shares standing in the name of another
corporation may be voted by its President or by proxy appointed him,
or in the absence of the President and his proxy, by its Treasurer or by
proxy appointed by him, or in the absence of the aforementioned
persons, by its Secretary or by proxy appointed by him. The Board of
Directors of such other corporation by resolution may appoint some
other person to vote such shares.
B. Legal Representatives and Fiduciaries. Shares held by an
administrator, executor, guardian, custodian, conservator or trustee
may be voted by him, either in person or by proxy, without a transfer
of such shares into his name.
C. Receivers. Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver may be
voted by such receiver without the transfer thereof into his name if authority
so to be contained in an appropriate order of the court by which such receiver
was appointed.
D. Pledgor. A shareholder whose shares are pledged shall be entitled to
vote such shares unless in the transfer by the pledgor on the books of the
corporation he shall have expressly empowered the pledgee to vote thereon,
in which case only the pledgee or his proxy may represent said shares and
vote thereon.
E. Treasury Stock and Subsidiaries. Shares of its own stock belonging to
the corporation or held by it in a fiduciary capacity shall not be voted,
directly or indirectly, at any meeting, and shall not be counted in determining
the total number of outstanding shares at any given time.
F. Minors. Shares held by a minor may be voted by such minor in person
or by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has received written
notice or has actual knowledge that such shareholder is a minor.
G. Incompetents and Spendthrifts. Shares held by an incompetent or
spendthrift may be voted by such incompetent or spendthrift in person or
by proxy and no such vote shall be subject to disaffirmance or avoidance,
unless prior to such vote the Secretary of the corporation has actual
knowledge that such shareholder has been adjudicated an incompetent or
spendthrift or actual knowledge of filing of judicial proceedings for
appointment of a guardian.
H. Joint Tenants. Shares registered in the names of two or more
individuals who are named in the registration as joint tenants may be voted
in person or by proxy signed by any one or more such individuals if either
(i) no other such individual or his legal representative is present and claims
the right to participate in the voting of such shares or prior to the vote filed
with the Secretary of the corporation a contrary written voting authorization
or direction or written denial of authority of the individual present or
signing the proxy proposed to be voted or (ii) all such other individuals
are deceased and the Secretary of the corporation has no actual knowledge
that the survivor has been adjudicated not to be the successor to the
interest of those deceased.
[Section 11. Cumulative Voting. At each election of Directors every
shareholder entitled to vote at such election shall have the right to vote in
person or by proxy, the number of shares owned by him for as many persons
as there are Directors to be elected and for whose election he has a right to
vote, or to cumulative his votes by giving one candidate as many votes as the
number of such Directors multiplied by the number of his shares shall equal,
or by distributing such votes on the same principle among any number of
candidates. The entire number of Directors to be elected shall be balloted
for at one and the same time and not separately.]
Section 12. Waiver of Notice of Shareholders. Whenever any notice is
required to be given to any shareholder of the corporation under the provisions
of these By-Laws or under the provisions of the Articles of Incorporation or
under any provision of law, a waiver thereof in writing, signed by the person
or persons entitled to such notice, or by telegram, radiogram, or cablegram
sent by them, whether before or after the holding of the meeting, shall be
deemed equivalent to the giving of such notice.
Section 13. Consent Without Meeting. Any action required or permitted
by the Articles of Incorporation or By-Laws or any provision of law to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent
in writing, setting forth the action so taken, shall be signed by a majority of
the shareholders entitled to vote and would constitute the minimum votes
necessary to authorize such action at a meeting where all eligible shares had
voted. Such consent shall have the same effect as a vote of such shareholders
and may be stated as such in any Articles or document filed with the State
of Michigan.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business, property and affairs of the
corporation shall be managed by its Board of Directors.
Section 2. Number. The number of Directors of the corporation shall be
four. [The number of Directors may be increased or decreased from time to time
by an amendment to these By-Laws. Any increase in the number of Directors
shall be considered a vacancy to be filled by the remaining Directors until the
next regular annual meeting of shareholders or a special meeting duly called
for that purpose and held prior thereto. The number of Directors of this
corporation shall not be reduced in case the votes of a sufficient number of
shares recorded against such proposed reduction, if cumulatively voted,
would elect one or more Directors, where the same number of shares if
voted cumulatively would not be sufficient to elect the same number of
Directors so reduced.]
Section 3. Tenure. Each Director shall hold office until the next
annual meeting of shareholders following his nomination in the Articles
of Incorporation or his election, as the case may be, and until his successor
shall have been duly elected and qualified, or until his prior death,
resignation or removal.
Section 4. Removal. At a special meeting of the shareholders of this
corporation called for the purpose of removing any Director, such Director may
be removed from office by a vote of a majority of all the shares of stock
outstanding and entitled to vote, [provided, however, that the shareholders
shall have the right to vote cumulatively on such removal and no Director
shall be removed if the number of votes recorded against his removal would be
sufficient, if cumulatively voted a an election of the entire Board of Directors
to elect one or more Directors. All such shares voted cumulatively against the
removal of a Director shall not be voted against the removal of any other
Director during the term of which the Board of Directors shall have been
elected.] No more than one meeting of shareholders of this corporation
shall be called for the purpose of removing any individual Director during
the term for which he is elected. When any director is removed, a new
Director may be elected at the same meeting of the shareholders for the
unexpired term of such Director removed. If the shareholders fail to
elect a person to fill the unexpired term of the Director removed, such
unexpired term shall b considered a vacancy on the Board of Directors
to be filled by the remaining Directors.
Section 5. Resignation. Any Director of the corporation may resign at
any time with the assent of a majority of the Board of Directors.
Section 6,. Qualifications. Directors need not be residents of the
State of Michigan or shareholders of the corporation.
Section 7. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this By-Law immediately
after, and at the same place as the initial meeting of incorporator and
shareholders, and each annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place, within or
without the State of Michigan, for the holding of additional regular
meetings without other notice than such resolution.
Section 8. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any
Director. The person or persons authorized to call special meetings
of the Board of Directors may fix the place within or without the State
of Michigan for holding any special meeting of the Board of Directors
called by them, and if no other place is fixed the place of meeting
shall be the principal business office of the corporation in the
State of Michigan.
Section 9. Notice; Waiver. Notice of any special meeting shall be
given at least three days previously thereto by written notice, stating the
time and place of the meeting delivered personally or mailed or sent by
telegram to each Director at his business address. If mailed, such
notice shall be deemed to be delivered when deposited in the
United States mail so addressed, with postage thereon prepaid. If
notice be given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company.
Any Director may waive notice of any meeting by written statement,
telegram, radiogram or cablegram sent by him, signed before or after
the holding of the meeting. The attendance of a Director at a meeting
shall constitute a waiver of notice of such meeting, except where a
Director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully
called or convened.
Section 10. Quorum. A majority of the members of the Board shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than such a majority is present at a meeting, a
majority of the Directors present may adjourn the meeting from time
to time without further notice.
Section 11. Manner of Acting. The act of the majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section 12. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by appointment made by the remaining Directors. A Director
elected to fill a vacancy shall be a Director until his successor is elected by
the shareholders who may make such election at the next annual meeting of
the shareholders, or at any special meeting duly called for that purpose
and held prior thereto.
Section 13. Compensation. By resolution of the Board of Directors, the
Directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the corporation in any other
capacity and receiving a compensation therefor.
Section 14. Presumption of Assent. A Director of the corporation 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 his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall
forward such dissent by registered mail to the Secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent
shall not apply to a Director who voted in favor of such action.
Section 15. Committees. The Board of Directors by resolution adopted by
the affirmative vote of a majority of the members of the Board of Directors may
designate one or more committees, each committee to consist of one or more
Directors elected by the Board of Directors, which to the extent provided in
said resolution is initially adopted, and as thereafter supplemented or amended
by further resolution adopted by a like vote, shall have and may exercise, when
the Board of Directors is not in session, the powers of the Board of Directors
in the management of the business and affairs of the corporation, except
action in respect to dividends to shareholders, the fixing of
compensation for or the filling of vacancies in the Board of Directors
or committees created pursuant to this Section, or amend the Articles
of Incorporation or By-Laws. The Board of Directors may elect one
or more of its members as alternate members of any such committee
who may take the place of any absent member or members at any
meeting of such committee, upon request by the President or upon
request by the Chairman of such meeting. Each such committee
shall fix its own rules governing the conduct of its activities and
shall make such reports to the Board of Directors of its activities
as the Board of Directors may request.
Section 16. Unanimous Consent without Meeting. Any action required or
permitted by the Articles of Incorporation or By-Laws or any provision of law
to be taken b the Board of Directors or Committee thereof at a meeting or by
resolution 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 or members of the
committee then in office.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be a
President, a secretary and a treasurer, each of whom shall be selected
by the Board of Directors. The Board of Directors may select a
Chairman of the Board and one or more Vice Presidents, Assistant
Secretaries, and Assistant Treasurers, and may also appoint such
other officers and agents as they may deem necessary for the
transaction of the business of the corporation.
Section 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected
annually by the Board of Directors at the regular meeting of the
Board of Directors held immediately following each annual meeting
of the shareholders. If the election of officers shall not be held at
such meeting, such election shall be held as soon thereafter as
conveniently may be. Each officer shall hold office until his
successor shall have been duly elected and shall have qualified
or until his death or until he shall resign or shall have been
removed in the manner hereinafter provided.
Section 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors whenever in its
judgment the best interests of the corporation would be served thereby, but such
removal shall be without limitation on the right, if any, of the person so
removed to recover damages for breach of contract.
Section 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the
Board of Directors for the unexpired portion of the term.
Section 5. Chairman of the Board. The Chairman of the Board of
Directors shall be a Director of the Corporation. If elected, the Chairman
of the Board, or failing his election, the President, shall preside at all
meetings of the shareholders and Directors at which he is present
He shall be ex officio a member of all standing committees and
shall be Chairman of such committees as is determined by the
Board of Directors. Except as otherwise expressly delegated by the Board
of directors or by these By-Laws to other officers or agents of the President of
the corporation, the Chairman of the Board may sign, swear to, execute, file,
certify or acknowledge, in place of the President, any documents,
instruments, agreements, Articles, statements, certificates, or reports,
required or permitted to be signed, sworn to, executed, filed, certified,
or acknowledged by the President. He shall have such other powers
and duties as may from time to time be prescribed by the By-Laws or
by resolutions of the Board of Directors.
Section 6. President. [The President shall be a Director of the
corporation.] The President shall be the principal executive officer
of the corporation and, subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs of
the corporation. He shall have authority, subject to such rules as may
be prescribed by the Board of Directors, to appoint such agents and
employees of the corporation as he shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority to
them. Such agents and employees of the corporation as he shall deem
necessary, to prescribe their powers, duties and compensation, and to
delegate authority to them. Such agents and employees shall hold office
at the discretion of the president. He shall have authority to sign, execute
and acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all other
documents or instruments necessary or proper to be executed in
the course of the corporation's regular business, or which shall
be authorized by resolution of the Board of Directors; and, except
as otherwise provided by law or the Board of Directors, he may
authorize any Vice President or other officer or agent of the corporation to
sign, execute and acknowledge such documents or instruments in his place
and stead. In general he shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board of Directors
from time to time.
Section 7., Vice President. [The Vice President shall be a Director of
the corporation.] In the absence of the President or in the event of his death,
inability or refusal to act, the Vice President shall perform the duties of
President, and when so acting, shall have all the powers of and be subject
to all the restrictions upon the President. The Vice President shall perform
such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. When more than one Vice
President has been selected by the Board of Directors only one Vice
President shall be required to be a Director of the corporation, but
only a Vice President who is a Director may perform the duties of
the President as provided in this By-Law.
Section 8. Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents the execution of which on behalf of the corporation
under its seal i duly authorized; (d) keep a register of the post
office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) have general charge of the stock
transfer books of the corporation; and (f) in general perform all
duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him by the President or by
the Board of Directors.
Section 9. Treasurer. If required by the Board of Directors, the
Treasurer and any Assistant Treasurer selected by the Board of Directors shall
give a bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine. He shall;
(a) have charge and custody of and be responsible for all funds and securities
of the corporation; receive and give receipts for moneys due and payable to
the corporation from any source whatsoever, and deposit all such moneys
in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of
Article V of these By-Laws; and (b) in general perform all of the duties
incident to the office of Treasurer and such other duties as from time to
time may be assigned to him by the President or by the Board of
Directors.
Section 10. Assistants and Acting Officers. The Assistant Secretaries
and Assistant Treasurers, if any, selected by the Board of Directors, shall
perform such duties and have such authority as shall from time to time
be delegated or assigned to them by the Secretary or the Treasurer,
respectively, or by the President or the Board of Directors. The Board of
Directors shall have the power to appoint any person to perform the
duties of any officer whenever for any reason it is impracticable for
such officer to act personally. Such acting officer so appointed
shall have the powers of and be subject to all the restrictions upon the
officer to whose office he is so appointed except as the Board of
Directors may by resolution otherwise determine.
Section 11. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented
form receiving such salary by reason of the fact that he is also a Director
of the corporation.
Section 12. Filling More Than One Office. Any two offices of the
corporation except those of President and Vice President may be held by
the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS;
SPECIAL CORPORATE ACTS
Section 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract, to execute and deliver
any instrument, or to acknowledge any instrument required by law to be
acknowledged in the name of and on behalf of the corporation. Such
authority may be general or confined to specific instances but the appointment
of any person other than an officer to acknowledge an instrument required by
law to be acknowledge should be made by instrument in writing. When the
Board of Directors authorizes the execution of a contract or of any other
instrument in the name of and on behalf of the corporation, without
specifying the executing officers, the President or Vice President, and the
Secretary may execute the same and may affix the corporate seal thereto.
Section 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 or confined to specific instances. No loan or advance to
or overdraft or withdrawal by an officer, Director or shareholder of the
corporation otherwise than in the ordinary and usual terms of payment
and security shall be made or permitted unless each such transaction
shall be approved by a vote of two-thirds (2/3) of the members of the
Board of Directors excluding any Director involved in such transaction
and a full and detailed statement of all such transactions and any
payments shall be submitted at the next annual meeting of shareholders
and the aggregate amount of such transactions less any repayments
shall be stated in the next annual report to shareholders.
Section 3. Checks, Drafts, etc. All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such officer
or officers, agent or agents, of the corporation and in such manner as shall
from time to time be determined by resolution of the Board of Directors.
Section 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.
Section 5. Voting of Securities Owned by this Corporation.
Subject always to the specific directions of the Board of Directors,
(a) any shares or other securities issued by any other corporation and
owned or controlled by this corporation may be voted at any meeting
of security holders of such other corporation by the President of this
corporation or by proxy appointed by him, or in the absence of the
President and his proxy by the Treasurer of this corporation or by
proxy appointed by him, or in the absence of the President and Treasurer,
by the Secretary of this corporation or by proxy appointed by him.
Such proxy or consent in respect to any shares or other securities issued
by any other corporation and owned by this corporation shall be executed
in the name of this corporation by the President, the Treasurer or the
Secretary of this corporation by the President, the Treasurer or the
Secretary of this corporation without necessity of any authorization
by the Board of Directors, affixation of corporate seal or countersignature
or attestation by another officer. Any person or persons designated in
the manner above stated as the proxy or proxies of this corporation shall
have full right, power and authority to vote the shares or other securities
issued by such other corporation and owned by this corporation the
same as such shares or other securities might be voted by this corporation.
Section 6. Contracts Between Corporation and Related Person.
Any contract or other transaction between the corporation and one or
more of its Directors, or between the corporation and any firm of
which one or more of its Directors are members or employees, or in
which he or they are interested, or between the corporation and any
corporation or association of which one or more of its Directors are
shareholders, members, Directors, officers or employees, or in which
he or they are interested, shall be valid for all purposes, notwithstanding
the presence of such Director or Directors at the meeting of the Board of
Directors of the corporation which acts upon, or in reference to, such
contract or transaction, and notwithstanding his or their participation in
such action, if the fact of such interest shall be disclosed or known to the
Board of Directors and the Board of Directors, shall nevertheless, authorize,
approve and ratify such contract or transaction by a vote of a majority
of the Directors present, such interested Director or Directors to be counted
as voting upon the matter or in calculating the majority of such quorum
necessary to carry such vote. This Section shall not be construed to
invalidate any contract or other transaction which would otherwise be
valid under the common and statutory law applicable thereto.
ARTICLE VI
CERTIFICATE FOR SHARES AND THEIR
TRANSFER
Section 1. Certificates of Shares. Certificates representing shares
of the corporation shall be in such form, consistent with law, as shall be
determined by the Board of Directors. Such certificates shall be signed
by the Chairman of the Board, or the President or a Vice President and
Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary and sealed with the seal of the corporation. All certificates
for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and the date of issue,
shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered
and canceled, except as provided in Section 6.
Section 2. Facsimile Signatures and Seal. The seal of the corporation
on any certificates for shares may be a facsimile. The signatures of the
officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent, or registered by a registrar, other
than the corporation itself or an employee of the corporation.
Section 3. Signatures by Former Officers. In case any officer, who
has signed or whose facsimile signature has been placed upon any
certificate for shares, shall have ceased to be such officer, whether
because of death, resignation or otherwise, before such certificate is issued,
it may be issued by the corporation with the same effect as if he were such
officer as the date of its issue.
Section 4. Transfer of Shares. Prior to due presentment of a
certificate for shares for registration of transfer the corporation
may treat the registered owner of such shares as the person
exclusively entitled to vote, to receive notifications and otherwise
to exercise all the rights and power of an owner. Where a
certificate for shares is presented to the corporation with a request
to register for transfer, the corporation shall not be liable to the owner or
any other person suffering loss as a result of such registration of transfer
of (a) there were on or with the certificate the necessary endorsements,
and (b) the corporation had no duty to inquire into adverse claims or
has discharged any such duty. The corporation may require reasonable
assurance that said endorsements are genuine and effective and
compliance with such other regulations as may be prescribed
under the authority of the Board of Directors.
Section 5. Respirations on Transfer. The face or reverse side of each
certificate representing shares shall bear a conspicuous notation of any
restriction imposed by the corporation upon transfer of such shares.
Each certificate shall bear the following notation: "This stock certificate
is subject to right of first refusal in the corporation and in other
shareholders."
Section 6. Lost, Destroyed or Stolen Certificates. Where the owner
claims that his certificate for shares has been lost, destroyed or wrongfully
taken, a new certificate shall be issued in place thereof if the owner (a) so
requests before the corporation has notice that such shares have been
acquired by a bona fide purchaser, and (b) files with the corporation a
sufficient indemnity bond, and (c) satisfies such other reasonable
requirements as the Board of Directors may prescribe.
Section 7. Consideration for Shares. The shares of the corporation
may be issued for such consideration as shall be fixed from time to time by
the Board of Directors as shall be fixed from time to time by the Board of
Directors, provided that any shares having a par value shall not be issued
for a consideration less than the par value thereof. The consideration to
be paid for shares may be paid in whole or in part, in money, in other
property, tangible or intangible, or in labor or services actually
performed for the corporation. When payment of the consideration for
which shares are to be issued shall have been received by the corporation
such shares shall be deemed to be fully paid and nonassessable by the
corporation. No certificate shall be issued for any share until such
share is fully paid.
Section 8. Stock Regulations. The Board of Directors shall have the
power and authority to make all such further rules and regulations not
inconsistent with the statutes of the State of Michigan as it may deem
expedient concerning the issue, transfer and registration of certificates
representing shares of the corporation.
ARTICLE VII
INDEMNIFICATION
The corporation shall indemnify any Director or officer, or former
Director or officer of the corporation or any person who may have
served at its request as a Director or officer of another corporation in
which it owns shares of capital stock, or of which it is a creditor,
against reasonable expenses, including attorney's fees, actually and
necessarily incurred by him in connection with the defense of any
civil, criminal, or administrative action, suit or proceeding in which
he is made a party or with which he is threatened by reason of being
or having been or because of any act as such Director or officer,
within the course of his duties or employment, except in relation
to matters as to which he shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the performance
of his duties. The corporation may also reimburse any Director or
officer for the reasonable costs of settlement of any such action, suit
or proceeding, if ti shall be found by a majority of a committee
composed of the Directors not involved in the matter in controversy
[whether or not a quorum] that it was to the interests of the corporation
that such settlement be made and that such Director of officer was not
guilty of negligence or misconduct. The right of indemnification herein
provided shall extend to the estate, executor, administrator, guardian
and conservator of any deceased or former Director or officer or
person who himself would have been entitled to indemnification.
Such rights of indemnification and reimbursement shall not be
deemed exclusive of any other rights to which such Director or
officer may be entitled under any statute, agreement, vote of shareholders,
or otherwise.
ARTICLE VIII
DIVIDENDS
Section 1. Declaration of Dividends. The Board of Directors may
from time to time declare dividends on his outstanding shares upon the
following terms and conditions:
(a) Dividends may be declared from earned surplus upon shares of
all classes, subject to restrictions, if any, contained in the Articles of
Incorporation.
(b) Dividends may be declared from any surplus upon preferred shares
only; provided that if such dividend is declared and paid from any surplus
other than earned surplus, the shareholders receiving the dividend shall be
advised of that fact at the time of payment to them and the next annual
statement of accounts to be given to the shareholders shall indicate the
surplus from which such dividend was paid;
(c) Stock dividends may be declared from appreciation of the value of
the assets of the corporation provided capital is not impaired;
(d) In determining what is earned surplus, the judgment of the Board of
Directors shall be conclusive unless it shall be shown that the Directors acted
in bad faith or were grossly negligent.
Section 2. Payment of Dividends. The corporation may pay dividends
declared in cash, in property, in obligations of the corporation or in shares of
the capital stock.
Section 3. Reserves. The Board of Directors may, by resolution, set
apart out of any funds of the corporation available for dividends, a reserve
or reserves for any proper purpose and may, by resolution, abolish any such
reserve.
ARTICLE IX
SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the
corporation and the state of incorporation and the words,
"Corporate Seal."
ARTICLE X
AMENDMENTS
These By-Laws may be altered, amended or repealed and new By-Laws
may be adopted either by the affirmative vote of the shareholders representing
a majority of all the shares issued and outstanding, at any annual or special
shareholders' meeting or by the affirmative vote of the majority of the Board
of Directors at any regular or special meeting, if a notice setting forth the
terms of the proposal has been given in accordance with the notice requirements
for special meetings of shareholders for special meetings of Directors,
whichever may be applicable. The Board of Directors may make and
alter all By-Laws, except those By-Laws fixing their number,
qualifications, classifications, or term of office; provided, that
any By-Law amended, altered or repealed by the Director as
provided herein may thereafter be amended, altered, or repealed by
the shareholders.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of April in
each year.
These By-Laws were adopted as and for the By-Laws of
CLARKS FORK OIL COMPANY, INC.
a Michigan Corporation, at the First Meeting of Incorporators and Shareholders
and at the First Meeting of the Board of Directors held on the 16th day of
March, 1981.
/s/ Chester Van Dellen, Jr.
--------------------------------
Chester Van Dellen, Jr. Secretary
