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SEC Filings

KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
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          SECTION 2.09 Action by Directors.  Unless Maryland Law, the Charter or
these  By-Laws  require a greater  proportion,  the action of a majority  of the
directors  present at a meeting at which a quorum is present is an action of the
Board of Directors. A majority of the entire Board of Directors shall constitute
a quorum for the  transaction  of business  except  when a vacancy or  vacancies
prevent  such  majority,  whereupon a majority of the  directors  then in office
shall constitute a quorum, provided that such majority shall constitute at least
one-third  of the entire  Board of  Directors  and,  in no event,  less than two
directors,  unless only one director is required to be in office at the time. In
the absence of a quorum,  the  directors  present by  majority  vote and without
notice  other than by  announcement  may adjourn  the meeting  from time to time
until a quorum shall  attend.  At any such  adjourned  meeting at which a quorum
shall  be  present,  any  business  may be  transacted  which  might  have  been
transacted  at the  meeting  as  originally  notified.  Any action  required  or
permitted  to be taken at a  meeting  of the  Board  of  Directors  may be taken
without a meeting,  if an unanimous  written consent which sets forth the action
is signed and dated by each  member of the Board and filed  with the  minutes of
proceedings of the Board.

         SECTION 2.10. Meeting by Conference Telephone.  Members of the Board of
Directors  may  participate  in a meeting by means of a conference  telephone or
similar communications equipment if all persons participating in the meeting can
hear each other at the same  time.  Participation  in a meeting  by these  means
constitutes presence in person at a meeting.

         SECTION 2.11.  Compensation.  By resolution of the Board of Directors a
fixed sum and  expenses,  if any,  for  attendance  at each  regular  or special
meeting  of  the  Board  of  Directors  or  of  committees  thereof,  and  other
compensation  for  the  services  as  such  or on  committees  of the  Board  of
Directors,  may be paid to directors.  Directors who are full-time  employees of
the  Corporation  need not be paid for  attendance  at  meetings of the Board or
committees  thereof for which fees are paid to other  directors.  A director who
serves the Corporation in any other capacity also may receive  compensation  for
such other services, pursuant to a resolution of the directors.

                                  ARTICLE III.


         SECTION 3.01. Committees. The Board of Directors may appoint from among
its members an Executive  Committee and other committees composed of two or more
directors  and  delegate to these  committees  any of the powers of the Board of
Directors,  except, unless otherwise specifically permitted by Maryland Law, the
power to declare  dividends or other  distributions  on stock,  elect directors,
issue  stock  other than as  provided  in the next  sentence,  recommend  to the
stockholders  any  action  which  requires  stockholder  approval,  amend  these
By-Laws,  or  approve  any  merger  or share  exchange  which  does not  require