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Title: |
Bylaws |
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Date: |
2006 |
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Preview shows 7KB of 18KB total |
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$44 |
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ID: |
#2120837 |
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BY-LAWS
OF
ELK RUN COAL COMPANY, INC.
ARTICLE I
VOTE OF STOCKHOLDER
Section 1.1. Written Agreement. Whenever a vote of the Stockholder is required or permitted to be taken in connection with any corporate action, the vote shall be dispensed with upon the Stockholders agreeing in writing to such corporate action being taken.
Section 1.2 Agreement in Lieu of Annual Meeting. In lieu of an annual meeting for the election of Directors and transaction of other appropriate business, an agreement pursuant to Section 1.1 above shall be executed each year by the Stockholder as of the last Wednesday in May if that day is not a legal holiday. If it is, then such agreement shall be executed as of the next succeeding day not a legal holiday.
ARTICLE II
DIRECTORS
Section 2.1 General Powers. The property, affairs and business of the Corporation shall be managed by the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these By-Laws, all the powers of the Corporation shall be vested in such Board.
Section 2.2 Number of Directors. The number of Directors of the Corporation shall be three.
Section 2.3. Election and Removal of Directors; Quorum.
(a) Directors shall be elected annually by the Stockholder to succeed those Directors whose terms have expired and to fill any vacancies then existing.
(b) Directors shall hold their offices for terms of one year and until their successors are elected and qualified. Any Director may be removed from office by a vote of the Stockholder.
(c) Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors though less than a quorum of the Board, and the term of office of any Director so elected shall expire on the date fixed for the expiration of the term of office of the Director to which such Director was so elected.
(d) A majority of the number of Directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.
Section 2.4. Meetings of Directors.
(a) Meetings of the Board of Directors shall be held at such places within or without the State of West Virginia as the Board may designate.
(b) An annual meeting of the Board of Directors shall be held in each year on the last Wednesday in May (beginning in 1979 at 11:55 a.m., if that day is not a legal holiday. If it is, the meeting shall be held on the next succeeding day not a legal holiday. Other meetings of the Board of Directors shall be held at times fixed by resolution of the Board, or upon call of the President or any two of the Directors.
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