Exhibit
3
AMENDED
and RESTATED
BY-LAWS
of
ARABIAN
AMERICAN DEVELOPMENT COMPANY
ARTICLE
I
OFFICES
Section
1. The principal office shall be in the City of Wilmington, County of New
Castle, State of Delaware, and the name of the resident agent in charge thereof
is The Corporation Trust Company.
Section
2. The Corporation may also have offices at such other places both within
and
without the State Of Delaware as the Board of Directors may from time to
time
determine or the business of the Corporation may require.
ARTICLE
II
MEETINGS
OF STOCKHOLDERS
Section
1. All meetings of the stockholders may be held on such date and at such
time
and place, within or outside of the State of Delaware, as may be fixed by
the
Board of Directors and stated in the notice of meeting. Except as
otherwise proved by statute, written notice of the date, time, place and
purpose
or purposes of every meeting of the stockholders shall be given not less
than
ten nor more than sixty days before the date of the meeting, either personally
or by mail at such address as appears on the books of the Corporation, to
each
stockholder of record entitled to vote at the meeting.
Section
2. An annual meeting of stockholders shall be held on a date not more
than thirteen months after the date on which the last annual meeting of
stockholders was held, and at which they shall elect Directors by a plurality
vote and transact such other business as may properly be brought before the
meeting.
Section
3. At least ten days before every election of Directors, a complete list
of the
stockholders entitled to vote at said election, arranged in alphabetical
order,
with the residence of each and the number of voting shares held by each,
shall
be prepared by the Secretary. Such list shall be open at the place where
the
election is to be held for said ten days, to the examination of any stockholder,
and shall be produced and kept at the time and place of election during the
whole time thereof, and subject to the inspection of any stockholder who
may be
present.
Section
4. 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 President, the Board of Directors, the Chairman of the
Board of Directors, and shall be called by the President or Secretary at
the
request in writing of stockholders owning a majority in amount of the entire
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
5. Business transacted at all special meetings shall be confined to the purposes
specified in the notice.
Section
6. The holders of a majority of the stock issued and outstanding and entitled
to
vote thereat, present in person or represented by proxy, shall be requisite
and
shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute, by the
Certificate of Incorporation or by these By-Laws. If, however, such quorum
shall
not be present or represented at a meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall
have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented.
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.
Section
7. 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 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 or of these By-Laws, a different vote is required in which
case
such express provision shall govern and control the decision of such
question.
Section
8. At any meeting of the stockholders every stockholder having the right
to vote
shall be entitled to vote in person, or by proxy appointed by an instrument
in
writing subscribed by such stockholder and bearing a date not more than three
years prior to said meeting, unless said instrument provides for a longer
period. Each stockholder shall have one vote for each share of stock having
voting power, registered in his name on the books of the Corporation. Except
where the transfer books of the Corporation shall have been closed or a date
shall have been fixed as a record date for the determination of its stockholders
entitled to vote, no share of stock shall be voted on at any election of
Directors which shall have been transferred on the books of the Corporation
within twenty days preceding such election of Directors.
Section
9. Whenever the vote of stockholders at meeting thereof is required or permitted
to be taken in connection with any corporate action by any provisions of
the
statutes or of the Certificate of Incorporation or of these By-Laws, the
meeting
and vote of stockholders may be dispensed with, if all the stockholders who
would have been entitled to vote upon the action if such meeting were held,
shall consent in writing to such corporate action being taken.
ARTICLE
III
DIRECTORS
Section
1. The number of Directors of the Corporation shall be determined from time
to
time by the Board of Directors but shall not be less than four. The
Directors shall be classified, with respect to the time for which they severally
hold office, into three classes, as nearly equal in number as possible, as
determined by the Board of Directors, one class to be elected for a term
expiring at the annual meeting of stockholders to be held in 2008, another
class
to be elected for a term expiring at the annual meeting of stockholders to
be
held in 2009, and another class to be elected for a term expiring at the
annual
meeting of stockholders to be held in 2010, with each class to hold office
until
its successor is elected and qualified, except as provided in Section 2 of
this
Article. At each annual meeting of the stockholders of the
Corporation, the successors of the class of directors whose term expires
at that
meeting shall be elected to hold office for a term expiring at the annual
meeting of the stockholders held in the third year following the year of
their
election.
Section
2. If any vacancies occur in the Board of Directors caused by death,
resignation, retirement, disqualification or removal from office of any
Directors or otherwise, or any new directorship is created by any increase
in
the authorized number of Directors, a majority of the Directors then in office,
though less than a quorum, may choose a successor or successors to fill the
newly created directorship and the Directors so chosen shall hold office
until
the next annual meeting of the stockholders and shall stand for election
for the
balance of his term at that meeting, unless his term expires at such annual
meeting.
Section
3. The property and business of the Corporation shall be managed by its Board
of
Directors which may exercise all such powers of the Corporation and do all
such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these By-Laws directed or required to be exercised or
done
by the stockholders.
Section
4. Any Director may be removed at any time, with or without cause, by the
affirmative vote of the holders of a majority of the stock having voting
power.
MEETINGS
OF THE BOARD
Section
5. The Directors of the Corporation may hold their meetings, both regular
and
special, either within or without the State of Delaware.
Section
6. Regular meetings of the Board may be held without notice at such time
and
place as shall from time to time be determined by the Board.
Section
7. Special meetings of the Board may be called by the President on
two days’ notice to each Director, either personally or by mail, electronic
mail, telephone or facsimile transmission; special meetings shall be called
by
the President or Secretary in like manner and on like notice on the written
request of two Directors.
Section
8. At all meetings of the Board the presence of not less than one-third of
the
total number of the Board nor less than two 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 or Incorporation or
by
these By-Laws. If a quorum shall not be present at any meeting of Directors,
the
Directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be
present.
Section
9. A statement in writing, signed by all members of the Board of
Directors shall be deemed to be action by the Board to the effect therein
expressed, and it shall be the duty of the Secretary to record such statement
in
the minute books of the Corporation under its proper date.
COMMITTEES
OF DIRECTORS
Section
10. The Board of Directors may, by resolution passed by a majority of the
whole
Board, designate one or more committees, each committee to consist of two
or
more of the Directors of the Corporation, which, to the extent provided in
said
resolution, shall have and may exercise the powers of the Board of Directors
in
the management of the business and affairs of the Corporation, and may have
power to authorize the seal of the Corporation to be affixed to all papers
which
may require it. Such committee or committees shall have such name or names
as
may be determined from time to time by resolution adopted by the Board of
Directors.
Section
11. Unless the Chairman of the Corporation directs otherwise, the committees
shall not be required to keep minutes of their discussions except on matters
which said committees refer to the Board of Directors for action.
COMPENSATION
OF DIRECTORS
Section
12. Directors, as such, shall not receive any stated salary for their services,
but, by resolution of the Board a fixed sum and expenses of attendance, if
any
may be allowed for attendance at each regular or special meeting of the Board;
provided that nothing herein contained shall be construed to preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of special or standing committees may be
allowed
like compensation for attending committee meetings.
ARTICLE
IV
NOTICES
Section
1. Whenever under the provisions of the statutes or of the Certificate of
Incorporation or of these By-Laws, notice is required to be given to any
Director or stockholder, it shall not be construed to mean personal notice,
but
such notice may be given in writing, by mail, addressed to such Director
or
stockholder at such address as appears on the books of the Corporation, and
such
notice shall be deemed to be given at the time when the same shall be thus
mailed.
Section
2. Whenever any notice is required to be given under the provisions of the
statutes or of the Certificate of Incorporation, or of these By-Laws, a waiver
thereof in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto.
ARTICLE
V
OFFICERS
Section
1. The officers of the Corporation shall be chosen by the Directors and shall
be
chairman of the board, chairman of the executive committee, president, a
vice-president, a secretary and a treasurer. The Board of Directors may also
choose additional vice-presidents and one or more assistant secretaries and
assistant treasurers. Two or more offices may be held by the same person,
except
that where the offices of president and secretary are held by the same person,
such person shall not hold any other office.
Section
2. The Board of Directors at its first meeting after each annual meeting
of
stockholders shall choose a president from its members, and shall choose
one or
more vice-presidents, a secretary and a treasurer, none of whom need be a
member
of the Board.
Section
3. The Board may appoint such other officers and agents as it shall deem
necessary, who shall hold their offices for such terms and shall exercise
such
power and perform such duties as shall be determined from time to time by
the
Board.
Section
4. The salaries of all officers and agents of the Corporation shall be fixed
by
the Board of Directors.
Section
5. The officers of the Corporation shall hold office until their successors
are
chosen and qualify in their stead. 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 whole Board of Directors. If the office of any officer becomes vacant
for
any reason, the vacancy shall be filled by the Board of Directors.
Section
6. The officers of the Corporation shall have such powers and duties in the
management of the business and affairs of the Corporation, subject to the
control of the Board of Directors, as generally pertain to their respective
offices, as well as such powers and duties as from time to time may be
prescribed by the Board of Directors.
Section
7. In the absence of any officer or for any other reason which may seem
sufficient to them, the Board of Directors may delegate all or any of the
powers
and duties of any officer to any other officer.
ARTICLE
VI
CERTIFICATES
OF STOCK
Section
1. The certificates of stock of the Corporation shall be consecutively numbered
and shall be entered in the books of the Corporation as they are issued.
They
shall exhibit the holder’s name and number of shares and shall be signed by the
President or a Vice-President and the Treasurer or an Assistant Treasurer
or the
Secretary or an Assistant Secretary.
LOST
CERTIFICATES
Section
2. 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 of stock 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 alleged to have been lost or destroyed.
TRANSFERS
OF STOCK
Section
3. Upon surrender to the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment or authority
to
transfers it shall be the duty of the Corporation to issue a new certificate
to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
CLOSING
OF TRANSFER BOOKS
Section
4. The Board of Directors may close the stock transfer books of the Corporation
for a period not exceeding fifty days preceding the date of any meeting of
stockholders or the date for 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 or for a period of not exceeding fifty
days
in connection with obtaining the consent of stockholders for any purpose.
In
lieu of closing the stock transfer books as aforesaid, the Board of Directors
may fix in advance a date, not exceeding fifty days preceding the date of
any
meeting of stockholders, 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, or a date in connection with
obtaining such consent, as a record date for the determination of the
stockholders entitled to notice of and to vote at, any such meeting, and
any
adjournment thereof, 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 capital stock, or to give such consent,
and in
such case such stockholders and only such stockholders as shall be stockholders
of record on the date so fixed shall be entitled to such notice of, and to
vote
at, such meeting and any adjournment thereof, or to receive payment of such
dividend or to receive such allotment of rights, or to exercise such rights,
or
to give such consent, as the case may be, notwithstanding any transfer of
any
stock on the books of the Corporation after any such record date fixed as
aforesaid.
REGISTERED
STOCKHOLDERS
Section
5. The Corporation shall be entitled to treat the holder of record of any
share
or shares of stock 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
Delaware.
ARTICLE
VII
GENERAL
PROVISIONS
Section
1. All checks or demands for money and notes of the Corporation shall be
signed
by such officer or officers or such other person or persons as the Board,
of
Directors may from time to time designate.
FISCAL
YEAR
Section
2. The fiscal year of the Corporation shall begin on the first day of January
in
each year.
SEAL
Section
3. The corporate seal shall have inscribed thereon the name of the Corporation,
the year of its organization and the words “Corporate Seal, Delaware.” Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed
or
reproduced or otherwise.
ARTICLE
VIII
INDEMNIFICATION
The
Corporation shall indemnify, defend and hold harmless 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,
investigative, or other, including appeals, by reason of the fact that he
is or
was a director, officer or employee of the Corporation, or is or was serving
at
the request of the Corporation as a director, officer or employee of any
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses (including
costs and attorneys’ fees), judgments, fines, penalties, excise taxes, and
amounts paid or to be paid in settlement which may be reasonably incurred
or
paid by such person in connection with such action (and where it is in the
interest of the Corporation that such settlement be made), suit or proceeding,
or any appeal therein. In cases where such action, suit or proceeding
shall proceed to final adjudication, such indemnification shall not extend
to
matters as to which it shall be adjudged that such director, officer or employee
is liable for negligence or misconduct in the performance of his duties to
the
Corporation. The right of indemnification herein provided for shall
not be exclusive of other rights to which any director, officer or employee
may
now or hereafter be entitled, shall continue as to a person who has ceased
to be
such director, officer or employee, and shall inure to the benefit of the
heirs,
executors and administrators of a director, officer or employee. The
Board of Directors shall determine the propriety of the expenses (including
attorneys’ fees) incurred by any person who claims indemnity hereunder, and such
determination shall be final and conclusive. None of the provisions
hereof shall be construed as a limitation upon the right of the Corporation
to
exercise its general power to enter into a contract or undertaking of indemnity
with any director, officer or employee in any proper case not provided for
herein.
ARTICLE
IX
AMENDMENTS
These
By-Laws may be altered or repealed at any regular meeting of the stockholders
or
at any special meeting of the stockholders at which a quorum is present or
represented, provided notice of the proposed alteration or repeal be contained
in the notice of such special meeting, by the affirmative vote of a majority
of
the stock entitled to vote at such meeting and present or represented thereat,
or by the affirmative vote of a majority of the Board of Directors at any
regular meeting of the Board or at any special meeting of the Board if notice
of
the proposed alteration or repeal be contained in the notice of such special
meeting.
APPROVED
AND ACCEPTED this 26th day of
April, 2007
/s/
Hatem
El-Khalidi
|
/s/
Nicholas N.
Carter
|
Hatem
El-Khalidi, Director
|
Nicholas
N. Carter, Director
|
|
|
/s/
Robert E.
Kennedy
|
/s/
John A.
Crichton
|
Robert
E. Kennedy, Director
|
John
A. Crichton, Director
|
|
|
/s/
Ghazi
Sultan
|
|
Ghazi
Sultan, Director
|
|