Attached files
file | filename |
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8-K - FORM 8-K - MRC GLOBAL INC. | y93462ke8vk.htm |
EX-10.1 - EX-10.1 - MRC GLOBAL INC. | y93462kexv10w1.htm |
EX-10.2 - EX-10.2 - MRC GLOBAL INC. | y93462kexv10w2.htm |
EX-10.3 - EX-10.3 - MRC GLOBAL INC. | y93462kexv10w3.htm |
Exhibit 3.1
AMENDMENT TO THE
AMENDED AND RESTATED
BY-LAWS
OF
McJUNKIN RED MAN HOLDING CORPORATION
The Amended and Restated By-Laws of McJunkin Red Man Holding Corporation adopted by the Board
of Directors on October 16, 2008 (theBy-Laws) are hereby amended as follows:
1. | ARTICLE III, SECTION 15 is hereby amended by replacing the entire section with the following: |
SECTION 15. Action by Consent. Unless restricted by the Restated Certificate
of Incorporation or these By-Laws, any action required or permitted to be taken by the Board
of Directors or any committee thereof may be taken without a meeting if all members of the
Board of Directors or such committee, as the case may be, consent thereto in writing or by
electronic transmission, and the writing or writings or electronic transmission or
transmissions (or paper reproductions thereof) are filed with the minutes of the proceedings
of the Board of Directors or such committee, as the case may be. Such filing shall be in
paper form if the minutes are maintained in paper form and shall be in electronic form if
the minutes are maintained in electronic form.
2. | ARTICLE IV, SECTION 10 is hereby amended by replacing the entire section with the following: |
SECTION 10. Other Officers. The Chief Operating Officer, Chief Financial
Officer, Chief Administrative Officer, Chief Accounting Officer, Chief Information Officer,
Chief Compliance Officer, Treasurer, Assistant Secretaries and Assistant Treasurers, if any,
any other officers shall perform such duties as from time to time may be assigned by the
Board of Directors.
3. | ARTICLE VI is hereby amended by replacing the entire article with the following: |
ARTICLE VI
Indemnification
SECTION 1. Right to Indemnification. (a) Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (hereinafter a
proceeding), by reason of the fact that he or she is or was a director or an officer of
the
Corporation or is or was serving at the request of the Corporation as a director,
officer or trustee of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan (hereinafter an
indemnitee), whether the basis of such proceeding is alleged action in an official
capacity as a director, officer or trustee or in any other capacity while serving as a
director, officer or trustee, shall be indemnified and held harmless by the Corporation to
the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than such law permitted the
Corporation to provide prior to such amendment), against all expense, liability and loss
(including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in connection
therewith; provided, however, that, except as provided in Section 3 of this Article VI with
respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify
any such indemnitee in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
(b) Each person who was or is made a party or is threatened to be made a party to or is
involved in any proceeding by reason of the fact that that he or she (or a person for whom
he or she is the legal representative) is or was licensed to practice law and an employee
(including an employee who is or was an officer) of the Corporation or any of its direct or
indirect wholly owned subsidiaries (Counsel) and, while acting in the course of such
employment committed or is alleged to have committed any negligent acts, errors or omissions
in rendering professional legal services at the request of the corporation or pursuant to
his or her employment (including, without limitation, rendering written or oral legal
opinions to third parties) shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent such amendment permits the Corporation
to provide broader indemnification rights than said law permitted the Corporation to provide
prior to such amendment) against all expenses, liability and loss (including attorneys
fees, judgments, fines or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such Counsel in connection therewith; provided, that to the extent
any such expenses, liabilities or losses are covered by insurance, other than insurance
maintained by the Corporation, the Corporation shall be required to indemnify and hold
harmless the Counsel only to the extent that such expenses, liabilities or losses are not
covered by such insurance.
SECTION 2. Right to Advancement of Expenses. In addition to the right to
indemnification conferred in Section 1 of this Article VI, an indemnitee shall also have the
right to be paid by the Corporation the expenses (including attorneys fees) incurred in
defending any such proceeding in advance of its final disposition (hereinafter an
advancement of expenses); provided, however, that, if the DGCL requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director, officer or Counsel
(and not in any other capacity in which service was or is rendered by
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such indemnitee, including, without limitation, service to an employee benefit plan) shall
be made only upon delivery to the Corporation of an undertaking (hereinafter an
undertaking), by or on behalf of such indemnitee, to repay all amounts so advanced if it
shall ultimately be determined by final judicial decision from which there is no further
right to appeal (hereinafter a final adjudication) that such indemnitee is not entitled to
be indemnified for such expenses under this Section 2 or otherwise.
SECTION 3. Right of Indemnitee to Bring Suit. If a claim under Section 1 or 2
of this Article VI is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation, except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be twenty (20) days, the
indemnitee may at any time thereafter bring suit against the Corporation to recover the
unpaid amount of the claim. If successful in whole or in part in any such suit, or in a
suit brought by the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a
right to an advancement of expenses) it shall be a defense that, and (ii) in any suit
brought by the Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met any applicable standard for indemnification
set forth in the DGCL. Neither the failure of the Corporation (including its directors who
are not parties to such action, a committee of such directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances because the indemnitee has
met the applicable standard of conduct set forth in the DGCL, nor an actual determination by
the Corporation (including its directors who are not parties to such action, a committee of
such directors, independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that the indemnitee has
not met the applicable standard of conduct or, in the case of such a suit brought by the
indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or brought by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking,
the burden of proving that the indemnitee is not entitled to be indemnified, or to such
advancement of expenses, under this Article VI or otherwise shall be on the Corporation.
SECTION 4. Non-Exclusivity of Rights. The rights to indemnification and to
the advancement of expenses conferred in this Article VI shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute, the Restated
Certificate of Incorporation, these By-laws, agreement, vote of stockholders or directors or
otherwise.
SECTION 5. Insurance. The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against any expense,
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liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.
SECTION 6. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the Board of Directors, grant
rights to indemnification and to the advancement of expenses to any employee or agent of the
Corporation to the fullest extent of the provisions of this Article VI with respect to the
indemnification and advancement of expenses of directors and officers of the Corporation.
SECTION 7. Nature of Rights. The rights conferred upon indemnitees in this
Article VI shall be contract rights and such rights shall continue as to an indemnitee who
has ceased to be a director, officer, trustee or Counsel and shall inure to the benefit of
the indemnitees heirs, executors and administrators. Any amendment, alteration or repeal
of this Article VI that adversely affects any right of an indemnitee or its successors shall
be prospective only and shall not limit or eliminate any such right with respect to any
proceeding involving any occurrence or alleged occurrence of any action or omission to act
that took place prior to such amendment or repeal.
Approved and adopted as of November 10, 2011.
[Amendment to the Amended and Restated By-Laws of McJunkin Red Man Holding Corporation]
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