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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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seals and provide for the custody  thereof.  If the  Corporation  is required to
place its corporate seal to a document, it is sufficient to meet the requirement
of any Maryland Law, rule or  regulation  relating to a corporate  seal to place
the word "Seal"  adjacent to the signature of the person  authorized to sign the
document on behalf of the Corporation.

         SECTION  9.03.  Bonds.  The Board of Directors may require any officer,
agent  or  employee  of the  Corporation  to  give a  bond  to the  Corporation,
conditioned upon the faithful  discharge of his or her duties,  with one or more
sureties and in such amount as may be satisfactory to the Board of Directors.

         SECTION  9.04.  Voting  Stock  in  Other  Corporations.  Stock of other
corporations or associations,  registered in the name of the Corporation, may be
voted by the chief  executive  officer,  the President,  a  Vice-President,  the
Treasurer or a proxy appointed by any of them. The Board of Directors,  however,
may by resolution  appoint some other person or persons to vote such shares,  in
which case such person or persons shall be entitled to vote such shares upon the
production of a certified copy of such resolution.

          SECTION 9.05.  Mail. Any notice or other document which is required by
these By-Laws to be mailed shall be deposited in the United Sates mails, postage
prepaid.

         SECTION 9.06. Execution of Documents.  A person who holds more than one
office in the  Corporation  may not act in more than one  capacity  to  execute,
acknowledge,  or verify an  instrument  required by Maryland Law to be executed,
acknowledged, or verified by more than one officer.

         SECTION 9.07.  Amendments.  Subject to the  provisions of Section 2.02,
(a) any and all  provisions  of these By-Laws may be altered or repealed and new
by-laws  may be  adopted at any annual  meeting of the  stockholders,  or at any
special  meeting  called for the purpose,  and (b) the Board of Directors  shall
have the power, at any regular or special meeting thereof, to make and adopt new
by-laws, or to amend, alter or repeal any of these By-Laws.


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