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S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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matter and, to the extent  required  by  Maryland  Law, a written  waiver of any
right to dissent  signed by each  stockholder  entitled to notice of the meeting
but not entitled to vote at it.



                                   ARTICLE II.

                               BOARD OF DIRECTORS

         SECTION 2.01.  Function of  Directors.  The business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.  All
powers of the Corporation may be exercised by or under authority of the Board of
Directors,  except as conferred on or reserved to the  stockholders  by Maryland
Law or by the Charter or By-Laws.

         SECTION 2.02. Number of Directors.  The Corporation shall have at least
three directors;  provided, however, that, if there is no stock outstanding, the
number of Directors  may be less than three but not less than one, and, if there
is stock outstanding and so long as there are less than three stockholders,  the
number  of  directors  may be less than  three  but not less than the  number of
stockholders. The Corporation shall have the number of directors provided in the
Charter  until  changed as herein  provided.  The number of directors may be set
from time to time by action of the  stockholders  or of a majority of the entire
Board of  Directors,  but may not exceed 25 nor be less than the minimum  number
permitted  herein,  but the  action  may not  affect the tenure of office of any
director.

         SECTION 2.03. Election and Tenure of Directors. At each annual meeting,
the  stockholders  shall elect  directors  to hold office  until the next annual
meeting and until their successors are elected and qualify.

         SECTION 2.04.  Removal of Director.  Unless Maryland Law or the Charter
provides  otherwise,  (a) the  stockholders  may  remove any  director,  with or
without cause, by the  affirmative  vote of a majority of all the votes entitled
to be cast for the election of  directors,  and (b) the Board of  Directors  may
remove any  director  with cause by the  affirmative  vote of a majority  of the
remaining directors then in office.

         SECTION 2.05.  Vacancy on Board. The stockholders may elect a successor
to fill a vacancy on the Board of Directors  which results from the removal of a
director. A director elected by the stockholders to fill a vacancy which results
from the  removal of a director  shall  serve for the balance of the term of the
removed  director.  A  majority  of  the  remaining  directors,  whether  or not
sufficient to constitute a quorum,  may fill a vacancy on the Board of Directors
which results from any cause (including a removal if the  stockholders  have not
filled  the  vacancy)  except an  increase  in the  number of  directors,  and a
majority of the entire Board of Directors  may fill a vacancy which results from


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