Bylaws (2005)Full Document 

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                          COMMERCIAL BARGE LINE COMPANY

                                     BYLAWS

                            ARTICLE I-STOCKHOLDERS

Section 1. Annual Meeting.

       An annual meeting of the  stockholders,  for the election of directors
to  succeed  those  whose  terms  expire and for the  transaction  of such other
business as may properly  come before the meeting,  shall be held at such place,
on such date,  and at such time as the Board of  Directors  shall each year fix,
which date shall be within  thirteen   months of the last annual  meeting of
stockholders.

      (2)  Nominations of persons for election to the Board of Directors and the
proposal of  business to be  transacted  by the  stockholders  may be made at an
annual meeting of  stockholders  (a) pursuant to the  Corporation's  notice with
respect to such  meeting,  (b) by or at the direction of the Board of Directors,
or (c) by any  stockholder of record of the  Corporation who is entitled to vote
at the meeting.

Section 2. Special Meetings.

      (1) Special  meetings of the  stockholders,  other than those  required by
statute,  may be  called  at  any  time  by the  President  or by the  Board  of
Directors.  The Board of Directors  may postpone or  reschedule  any  previously
scheduled special meeting.

      (2) Only  such  business  shall  be  conducted  at a  special  meeting  of
stockholders  as shall have been  brought  before the  meeting  pursuant  to the
Corporation's notice of meeting.

Section 3. Notice of Meetings.

      Written notice of the place, if any; date; and time of all meetings of the
stockholders,  and  the  means  of  remote  communications,  if  any,  by  which
stockholders  and proxyholders may be deemed to be present in person and vote at
such meeting,  shall be given, not less than 10 nor more 60 days before the date
on which the meeting is to be held, to each stockholder entitled to vote at such
meeting,  except as otherwise provided herein or required by law (meaning,  here
and  hereinafter,  as  required  from  time  to  time  by the  Delaware  General
Corporation Law or the Certificate of Incorporation of the Corporation).

      When a meeting is adjourned  to another time or place,  notice need not be
given of the adjourned meeting if the time and place, if any,  thereof,  and the
means of remote
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communications,  if any, by which stockholders and proxyholders may be deemed to
be present in person and vote at such  adjourned  meeting are  announced  at the
meeting at which the adjournment is taken;  provided,  however, that if the date
of any  adjourned  meeting  is more  than 30 days  after  the date for which the
meeting  was  originally  noticed,  or if a new  record  date is  fixed  for the
adjourned meeting,  notice of the place, if any; date; and time of the adjourned
meeting and the means of remote  communications,  if any, by which  stockholders
and  proxyholders  may be  deemed  to be  present  in  person  and  vote at such
adjourned  meeting,  shall be given in  conformity  herewith.  At any  adjourned
meeting,  any business may be transacted which might have been transacted at the
original meeting.

Section 4. Quorum.

      At any  meeting of the  stockholders,  the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or by

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