Bylaws (2011)Full Document 

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BYLAWS

OF

NORTHERN TIER FINANCE CORPORATION

A Delaware Corporation

Date of Adoption:

November 8, 2010


TABLE OF CONTENTS

Page
ARTICLE I OFFICES 1
Section 1.

Registered Office

1
Section 2.

Other Offices

1
ARTICLE II STOCKHOLDERS 1
Section 1.

Place of Meetings

1
Section 2.

Quorum; Adjournment of Meetings

1
Section 3.

Annual Meetings

2
Section 4.

Special Meetings

2
Section 5.

Record Date

2
Section 6.

Notice of Meetings

3
Section 7.

Stock List

3
Section 8.

Proxies

3
Section 9.

Voting; Elections; Inspectors

4
Section 10.

Conduct of Meetings

5
Section 11.

Treasury Stock

5
Section 12.

Action Without Meeting

5
ARTICLE III BOARD OF DIRECTORS 6
Section 1.

Power; Number; Term of Office

6
Section 2.

Quorum

6
Section 3.

Place of Meetings; Order of Business

6
Section 4.

First Meeting

6
Section 5.

Regular Meetings

6
Section 6.

Special Meetings

6
Section 7.

Removal

7
Section 8.

Vacancies; Increases in the Number of Directors

7
Section 9.

Compensation

7
Section 10.

Action Without a Meeting

7
Section 11.

Telephone Conference Meeting

7
Section 12.

Approval or Ratification of Acts or Contracts by Stockholders

8
ARTICLE IV COMMITTEES 8
Section 1.

Designation; Powers

8
Section 2.

Procedure; Meetings; Quorum

8
Section 3.

Substitution of Members

9
ARTICLE V OFFICERS 9

i


Section 1.

Number, Titles and Term of Office

9
Section 2.

Salaries

9
Section 3.

Removal

9
Section 4.

Vacancies

9
Section 5.

Powers and Duties of the Chief Executive Officer

9
Section 6.

Powers and Duties of the Chairman of the Board

9
Section 7.

Powers and Duties of the President

10
Section 8.

Vice Presidents

10
Section 9.

Treasurer

10
Section 10.

Assistant Treasurers

10
Section 11.

Secretary

10
Section 12.

Assistant Secretaries

11
Section 13.

Action with Respect to Securities of Other Corporations

11
ARTICLE VI CAPITAL STOCK 11
Section 1.

Certificates of Stock

11
Section 2.

Transfer of Shares

11
Section 3.

Ownership of Shares

12
Section 4.

Regulations Regarding Certificates

12
Section 5.

Lost or Destroyed Certificates

12
ARTICLE VII MISCELLANEOUS PROVISIONS 12
Section 1.

Fiscal Year

12
Section 2.

Corporate Seal

12
Section 3.

Notice and Waiver of Notice

12
Section 4.

Resignations

13
Section 5.

Facsimile Signatures

13
Section 6.

Reliance upon Books, Reports and Records

13
Section 7.

Form of Records

13
ARTICLE VIII AMENDMENTS 13
ARTICLE IX INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS 13
Section 1.

Right to Indemnification

13
Section 2.

Indemnification of Employees and Agents

14
Section 3.

Right of Claimant to Bring Suit

14
Section 4.

Nonexclusivity of Rights

15
Section 5.

Insurance

15
Section 6.

Savings Clause

15
Section 7.

Definitions

15

ii


BYLAWS

OF

NORTHERN TIER FINANCE CORPORATION

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of Northern Tier Finance Corporation (the "Corporation") required by the General Corporation Law of the State of Delaware (the "DGCL") to be maintained in the State of Delaware, shall be the registered office named in the original Certificate of Incorporation of the Corporation (as the same may be amended and restated from time to time, the "Certificate of Incorporation"), or such other office as may be designated from time to time by the Board of Directors of the Corporation (the "Board of Directors") in the manner provided by law. Should the Corporation maintain a principal office within the State of Delaware such registered office need not be identical to such principal office of the Corporation.

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