Exhibit 3.4

 

KINDER MORGAN, INC.B Y - L A W SAs Amended to January 2004

 

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ARTICLE 1

OFFICES

     Section 1.  Offices.  Theregistered office shall be at 200 SW 30th Street, Topeka, Kansas 66611. The corporation'sprincipal executive office shall be at 500 Dallas, Suite 1000, Houston, Texas 77002.

     Section 2.  AdditionalOffices.  The corporation may also haveoffices at such other places both within and without the State of Kansas as the Board ofDirectors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

     Section 1.  Timeand Place.  The annual meeting of the stockholders for the election ofdirectors and all special meetings of stockholders for that or for any other purpose maybe held at such time and place within or without the State of Kansas as shall be stated inthe notice of the meeting, or in a duly executed waiver of notice thereof.

     Section 2.  AnnualMeeting.  The annual meeting of the stockholders shall be held each year ata time to be determined by the Board of Directors, at which meeting the stockholders shallelect a Board of Directors, and transact such other business as may be properly broughtbefore the meeting.

     Section 3.  SpecialMeetings.  Special meetings of the stockholders, for any purpose orpurposes, unless otherwise prescribed by statute may be called by the Chairman of theBoard, if any, the President or the Board of Directors, and shall be called by thePresident or the Secretary at the request in writing of a majority of the directors, or atthe request in writing of stockholders owning at least fifty-one percent (51%) in amountof the shares of the corporation issued and outstanding and entitled to vote. Such requestshall state the purpose or purposes of the proposed meeting.

     Section 4.  Notice.  Writtennotice of the place, date and hour of any annual or special meeting of stockholders shallbe given personally or by mail to each stockholder entitled to vote thereat, not less thanten (10) nor more than sixty (60) days prior to the meeting. The notice shall state inaddition, the purpose or purposes for which the meeting is called, and by, or at whosedirection it is being issued.

     Section 5.  Quorum.  Exceptas otherwise provided by the Articles of Incorporation, the holders of a majority of theshares of the corporation issued and outstanding and entitled to vote thereat, present inperson or represented by proxy, shall be necessary to and shall constitute a quorum forthe transaction of business at all meetings of the stockholders.

     If, however, such quorum shall notbe present or represented at any meeting of the stockholders, the stockholders entitled tovote thereat present in person or represented by proxy shall have power to adjourn themeeting from time to time, but not for more than thirty (30) days, 

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until a quorum shall be present or represented. At suchadjourned meeting at which a quorum shall be present or represented, any business may betransacted which might have been transacted at the meeting as originally noticed.

     Section6.  Voting.  At any meeting ofthe stockholders every stockholder having the right to vote shall be entitled to vote inperson, or by proxy. Except as otherwise provided by law or the Articles of Incorporation,each stockholder of record shall be entitled, as to each proposal, to one vote for eachshare of stock standing in his name on the books of the corporation on the date fixed asthe record date for the determination of its stockholders entitled to vote. Unlessotherwise provided by the Articles of Incorporation, all elections of directors shall beby written ballot and shall be determined by a plurality vote, and, except as otherwiseprovided by law or the Articles of Incorporation, all other matters shall be determined byvote of a majority of the shares present or represented by proxy at such meeting andentitled to vote on such matters.

     Section 7.  Proxies.  Everyproxy may be executed in writing by the stockholder or by his attorney-in-fact or thestockholder may authorize another person to act as proxy by transmitting, or authorizingthe transmission of, a telegram, cablegram, or other means of electronic transmission,including telephonic transmission, to the person authorized to act as proxy or to a proxysolicitation firm, proxy support service organization, or other person authorized by theperson who will act as proxy to receive the transmission, provided that any suchelectronic transmission must either contain or be accompanied by information from which itcan be determined that the stockholder authorized the transmission. A copy or facsimile ofany writing or electronic transmission authorizing another person to act as proxy may besubstituted for the original writing or transmission for any purpose for which theoriginal writing or transmission could be used. No proxy shall be valid after theexpiration of eleven (11) months from the date thereof, unless otherwise provided in theproxy. Every proxy shall be revocable at the pleasure of the stockholder executing it,except in those cases where an irrevocable proxy is permitted by law.

     Section 8.  Consents.  Wheneverby any provision of law or of the Articles of Incorporation, the vote of stockholders at ameeting thereof is required or permitted to be taken in connection with any corporateaction, the meeting and vote of stockholders may be dispensed with, if all thestockholders who would have been entitled to vote upon the action if such meeting wereheld shall consent in writing to such corporate action being taken.

     Section 9.  PresidingOfficer.  Meetings of the stockholders shall be presided over by theChairman of the Board, if any, or if he is not present, by the President, or, if he is notpresent, by a Vice President or, if neither the Chairman of the Board, the President nor aVice President is present, by a chairman to be chosen at the meeting. The Secretary of thecorporation or, if he is not present, an Assistant Secretary of the corporation or, ifneither the Secretary nor an Assistant Secretary is present, a secretary to be chosen atthe meeting, shall act as secretary of the meeting.

     Section 10.  Notice of Stockholder Business.  Atan annual meeting of stockholders, only such business shall be conducted as shall havebeen properly brought before the meeting (a) by or at the direction of the Board ofDirectors or (b) by a stockholder who is a stockholder of record at the time of givingnotice of such business, as required below, who shall be entitled to vote at such meetingand who complies with the notice procedures set forth in this Section. For 

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business to be properly brought before an annual meeting by astockholder, the stockholder must have given timely notice thereof in writing to theSecretary. To be timely, a stockholder's notice must be delivered to or mailed andreceived at the principal executive offices of the corporation, not less than 45 daysbefore the month and day in the current year corresponding to the date on which thecorporation first mailed its proxy materials for the prior year's annual meeting ofstockholders. A stockholder's notice to the Secretary shall set forth as to each matterthe stockholder proposes to bring before the annual meeting (a) a brief description of thebusiness desired to be brought before the annual meeting and the reasons for conductingsuch business at the annual meeting, (b) the name and address, as they appear on thecorporation's books, of the stockholder proposing such business, (c) the class and numberof shares of the corporation which are beneficially owned by the stockholder, and (d) anymaterial interest of the stockholder in such business. Nothwithstanding anything in theseBy-Laws to the contrary, no business shall be conducted at an annual meeting except inaccordance with the procedures set forth in this Section. The Chairman of an annualmeeting shall, if the facts warrant, determine and declare to the meeting that businesswas not properly brought before the meeting and in accordance with the provisions of thisSection, and if he should so determine, he shall so declare to the meeting and any suchbusiness not properly brought before the meeting shall not be transacted. Notwithstandingthe foregoing provisions of this Section, a stockholder shall also comply with allapplicable requirements of the Securities Exchange Act of 1934, as amended and the rulesand regulations thereunder with respect to the matters set forth in this Section.

ARTICLE III

DIRECTORS

     Section 1.  Numberand Tenure.  The whole Board of Directors of the corporation shall consistof ten members. The directors shall be classified with respect to the time for which theyshall severally hold office by dividing them into three classes. Each director shall holdoffice until his successor is duly elected and qualified or until his resignation inwriting has been filed with the corporation. At each annual election, the successors ofthe class of directors whose terms shall expire that year shall be elected to hold officefor a term of three years, so that the term of office of one class of directors shallexpire in each year, except where the Board of Directors determines that a newly electeddirector shall be elected by the stockholders to fill a vacancy of a directorship createdsubsequent to the previous annual meeting, such director shall be elected to hold officefor the balance of the term of the class of directors of which he is to be a member, asdetermined by the Board of Directors, and until his successor is elected and qualified.

     Section 2.  Vacancies.  Avacancy on the Board of Directors or a newly created directorship may be filled by amajority of the remaining directors, though less than a quorum, or by the sole director,by election of a new director, who at the time of his election shall be designated as amember of one of the classes of directors and shall hold office until the next election ofthe class of which he has become a member, unless his term of office is terminated bydeath, resignation, or otherwise.

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     Section 3.  Resignation,Retirement; Removal.  Any director may resign at any time. The stockholdersentitled to vote for the election of directors may remove a director, with cause asprovided in the Articles of Incorporation.

     Section 4.  AdvisoryDirectors and Directors Emeritus.  The Board of Directors by a vote of amajority of the directors present and entitled to vote, at any regular or special meetingat which a quorum is present, may designate such number of persons as it may from time totime determine, as an "Advisory Director" or may designate a former member ofthe Board as a "Director Emeritus," if such former member is willing to soserve. Each Advisory Director and each Director Emeritus shall serve, subject to thepleasure of the regular Board of Directors, until the next succeeding annual meeting ofthe regular Board of Directors, following the annual meeting of the stockholders, at whichsuch regular directors are elected, unless he shall have resigned. Each Advisory Directorand each Director Emeritus shall be notified of all regular or special meetings of theregular Board of Directors, shall be entitled to attend and participate therein, but shallnot be entitled to vote. Each Advisory Director and each Director Emeritus shall bereimbursed for any necessary expenses of attending directors' meetings.

     Section 5.  Nominationof Director Candidates.

     (a)   Eligibilityto Make Nominations.  Nominations of candidates for election as directors ofthe corporation at any meeting of stockholders called for election of directors, in wholeor in part (an "Election Meeting"), may be made by the Board of Directors or byany stockholder who is a stockholder of record at the time of giving notice, who shall beentitled to vote at such Election Meeting and who complies with the notice procedures setforth in this Section.

     (b)   Procedurefor Nominations by Stockholders.  Nominations, other than those made by theBoard of Directors, shall be made pursuant to timely notice in writing to the Secretary.To be timely, stockholder's notice shall be delivered to or mailed and received at theprincipal executive offices of the corporation not less than 75 days prior to the date ofthe Election Meeting. Such stockholder's notice shall set forth (i) the name, age,business address and residence address of such stockholder and of each nominee proposed insuch notice, (ii) the principal occupation or employment of each such nominee, (iii) thenumber of shares of capital stock of the corporation which are beneficially owned by eachsuch nominee, (iv) a description of all arrangements or understandings between suchstockholder and each nominee nominated by the stockholder and any other person or persons,identifying such person or persons, pursuant to which the nomination has been made by thestockholder and (v) such other information concerning each such nominee as would berequired, under the rules of the Securities and Exchange Commission, in a proxy statementsoliciting proxies for the election of such nominees. Such notice shall include a signedconsent to serve as a director of the corporation, if elected, of each such nominee. Suchnotice shall also set forth as to the stockholder giving the notice (i) the name andaddress, as they appear on the corporation's books, of such stockholder and (ii) the classand number of shares of the corporation which are beneficially owned by such stockholder.

     (c)   MeetingProcedures.  No person shall be eligible for election as a director of thecorporation unless nominated in accordance with the procedures set forth in this Section.The Chairman of the meeting shall, if the facts warrant, determine and declare to themeeting that a 

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nomination was not made in accordance with the procedures prescribed by  this Section 5, and if he should so determine, he shall so declare to the meeting and the  defective nomination shall be disregarded.

     (d)   Substitution of Nominees.  In  the event that a person is validly designated as a nominee to the Board and shall  thereafter become unable or unwilling to stand for election to the Board of Directors, the  Board of Directors or the stockholder who proposed such nominee, as the case may be, may  designate a substitute nominee.

     (e)   Securities Exchange Act of 1934.  Notwithstanding  the foregoing provisions of this Section, a stockholder shall also comply with all  applicable requirements of the Securities Exchange Act of 1934, as amended and the rules  and regulations thereunder with respect to the matters set forth in this Section.
**ARTICLE IV

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1.  Place.  The Board of Directors ofthe corporation may hold meetings, both regular and special, either within or without theState of Kansas.

     Section 2.  RegularMeetings.  Regular meetings of the Board of Directors may be held withoutnotice at such time and at such place as shall from time to time be determined by theBoard.

     Section 3.  SpecialMeetings.  Special meetings of the Board of Directors may be called by theChairman of the Board, if any, or by the President on two days' notice to each director,either personally, by mail, by facsimile or by telegram; special meetings shall be calledby the Chairman, President or Secretary in like manner and on like notice on the writtenrequest of two directors.

     Section 4.  Quorum.  Atall meetings of the Board of Directors a majority of the entire Board shall constitute aquorum for the transaction of business and the act of a majority of the directors presentat any meeting at which there is a quorum shall be the act of the Board of Directors,except as may be otherwise specifically provided by statute or by the Articles ofIncorporation. If a quorum shall not be present at any meeting of the Board of Directorsthe directors present thereat may adjourn the meeting from time to time until a quorumshall be present. Notice of such adjournment shall be given to any directors who were notpresent and, unless announced at the meeting, to the other directors.

     Section 5.  Consents.  Unlessotherwise restricted by the Articles of Incorporation or these By-Laws, any actionrequired or permitted to be taken at any meeting of the Board of Directors or of anycommittee thereof may be taken without a meeting, if all members of the Board or of suchcommittee as the case may be, consent thereto in writing and such written consent is filedwith the minutes of the Board or committee. Such consents may be in counterpart so thateach member will have signed a consent, but all members need not sign the same document.

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     Section 6.  Compensation.  Directors,as such, shall not receive any stated salary for their services, but, by resolution of theBoard of Directors an annual fee, plus a fee and expenses for attendance at meetings maybe allowed, provided that nothing herein contained shall be construed to preclude anydirector from serving the corporation in any other capacity and receiving compensationtherefor.

     Section 7.  PresidingOfficer.  Meetings of the Board of Directors shall be presided over by theChairman of the Board, if any, or, if he is not present, by the President or, if he is notpresent, by a chairman to be chosen at the meeting. The Secretary of the corporation, or,if he is not present, an Assistant Secretary of the corporation, or, if neither theSecretary nor an Assistant Secretary is present, a secretary to be chosen at the meeting,shall act as secretary of the meeting.
**ARTICLE V

COMMITTEES OF DIRECTORS

     Section 1.  Designation.  The Board ofDirectors, by resolution adopted by a majority of the whole Board, may designate fromamong its members one or more committees, each consisting of two or more directors, eachof which, to the extent provided in such resolution, shall have and may exercise thepowers of the Board of Directors in the business and affairs of the corporation, and mayauthorize the seal of the corporation to be affixed to all papers which may require it.

**     **The Board may designate oneor more directors as alternate members of any committee who may replace any absent ordisqualified member at any meeting of the committee.

     Section 2.  Tenure;Reports.  Each such committee shall serve at the pleasure of the Board. Itshall keep minutes of its meetings and report the same to the Board.
**ARTICLE VI

NOTICES

     Section 1.  Form; Delivery.  Notices todirectors and stockholders shall be in writing and delivered personally or mailed to thedirectors or stockholders at their addresses appearing on the books of the corporation.Notice by the corporation by mail shall be deemed to be given at the time when the sameshall be mailed. Notice to directors may also be given by telegram or facsimile.

     Section 2.  Waiver.  Wheneverany notice is required to be given under the provisions of the statutes or of the Articlesof Incorporation or of these By-Laws, a waiver thereof in writing, signed by the person orpersons entitled to said notice, whether before or after the time stated therein, shall bedeemed equivalent thereto. In addition, any stockholder attending a meeting ofstockholders in person or by proxy without protesting at the beginning of the meeting thelack of notice thereof to him, and any director attending a meeting of the Board ofDirectors without protesting prior to the meeting or at its commencement such lack ofnotice, shall be conclusively deemed to have waived notice of such meeting.

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**ARTICLE VII
OFFICERS

     Section 1.  ExecutiveOfficers.  The officers of the corporation shall be a President and one ormore Vice Presidents, a Secretary, a Treasurer and may include a Chairman of the Board andsuch other officers as the Board of Directors may from time to time elect.

     Section 2.  Designation;Term of Office; Removal.  All officers shall be elected by the Board ofDirectors and shall hold office for such term as may be prescribed by the Board or untiltheir successors are chosen and qualified or until their resignation is filed in theoffice of the Secretary, whichever first occurs. Any officer elected by the Board may beremoved with or without cause at any time by the Board.

     Section 3.  Authorityand Duties.  All officers, as between themselves and the corporation, shallhave such authority and perform such duties in the management of the corporation as may beprovided in these By-Laws, or, to the extent not so provided, by the Board of Directors.

     Section 4.  Compensation.  Thecompensation of all officers of the corporation shall be fixed by the Board of Directors,or any duly authorized committee thereof, and the compensation of agents shall either beso fixed or shall be fixed by officers thereunto duly authorized.

     Section 5.  Vacancies.  Ifan office becomes vacant for any reason, the Board of Directors shall fill such vacancy.Any officer so elected by the Board shall serve only until such time as the unexpired termof his predecessor shall have expired unless re-elected or reappointed by the Board.

     Section 6.  TheChairman of the Board.  The Chairman of the Board of Directors, if there bea Chairman, shall preside at all meetings of the stockholders and of the Board ofDirectors and shall have such other powers and duties as may from time to time be assignedby the Board including designation as Chief Executive Officer if the President is not sodesignated.

     Section 7.  ThePresident.  The President shall be the Chief Executive Officer of thecorporation unless the Chairman of the Board is so designated, in which event thePresident shall be Chief Operating Officer of the corporation. In the absence of theChairman of the Board, or if there be no Chairman, he shall preside at all meetings of thestockholders and of the Board of Directors. The Chief Executive Officer, whether theChairman of the Board or the President, shall have general and active management andcontrol of the business and affairs of the corporation subject to the control of the Boardof Directors, and shall see that all orders and resolutions of the Board are carried intoeffect.

     Section 8.  VicePresidents.  The Vice Presidents in the order of their seniority or in anyother order determined by the Board shall in the absence or disability of the President,perform the duties and exercise the powers of the President, and shall generally assistthe President and perform such other duties as the Board of Directors or the Presidentshall prescribe.

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     Section 9.  TheSecretary.  The Secretary shall attend all meetings of the Board and allmeetings of the stockholders and record all votes and the minutes of all proceedings in abook to be kept for that purpose and shall perform like duties for the standing committeeswhen required. He shall give, or cause to be given, notice of all meetings of thestockholders and special meetings of the Board of Directors, and shall perform such otherduties as may be prescribed by the Board of Directors or President, under whosesupervision he shall act. He shall keep in safe custody the seal of the corporation and,when authorized by the Board, affix the same to any instrument requiring it and, when soaffixed, it shall be attested by his signature or by the signature of the Treasurer or anAssistant Secretary or Assistant Treasurer. He shall keep in safe custody the certificatebooks and stockholder records and such other books and records as the Board may direct andshall perform all other duties incident to the office of the Secretary.

     Section 10.  Assistant Secretaries.  TheAssistant Secretaries, if any, in order of their seniority or in any other orderdetermined by the Board shall, in the absence or disability of the Secretary, perform theduties and exercise the powers of the Secretary and shall perform such other duties as theBoard of Directors or the Secretary shall prescribe.

     Section 11.  The Treasurer.  The Treasurer shallhave the custody of the corporate funds and securities and shall keep full and accurateaccounts of receipts and disbursements in books belonging to the corporation and shalldeposit all moneys and other valuable effects in the name and to the credit of thecorporation in such depositories as may be designated by the Board of Directors. He shalldisburse the funds of the corporation as may be ordered by the Board of Directors, takingproper vouchers for such disbursements, and shall render to the President and the Board ofDirectors at its regular meetings, or when the Board of Directors so requires, an accountof all his transactions as Treasurer and of the financial condition of the corporation. Heshall establish and execute programs for the provision of the capital required by thecorporation, including negotiating the procurement of capital and maintaining the requiredfinancial arrangements. He shall maintain banking arrangements to receive, have custody ofand disburse the corporation's moneys and securities. 

     Section 12.  Assistant Treasurers.  TheAssistant Treasurers, if any, in the order of their seniority or in any other orderdetermined by the Board, shall in the absence or disability of the Treasurer, perform theduties and exercise the power of the Treasurer and shall perform such other duties as theBoard of Directors or the Treasurer shall prescribe.
**ARTICLE VIII

CERTIFICATE OF SHARES

     Section 1.  Form; Signature.  The certificatesfor shares of the corporation shall be in such form as shall be determined by the Board ofDirectors and shall be numbered consecutively and entered in the books of the corporationas they are issued. Each certificate shall exhibit the registered holder's name and thenumber and class of shares, and shall be signed by the President or a Vice President andthe Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, andshall bear the seal of the corporation or a facsimile thereof. Where any such certificateis countersigned by a transfer agent or by a registrar other than the corporation, thesignature of any such officer may be a facsimile signature. In case any officer whosigned, or 

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whose facsimile signature or signatures were placed on any suchcertificate shall have ceased to be such officer before such certificate is issued, it maynevertheless be issued by the corporation with the same effect as if he were such officerat the date of issue.

     Section 2.  LostCertificates.  The Board of Directors may direct a new share certificate orcertificates to be issued in place of any certificate or certificates theretofore issuedby the corporation alleged to have been lost or destroyed, upon the making of an affidavitof that fact by the person claiming the certificate to be lost or destroyed. Whenauthorizing such issue of a new certificate or certificates, the Board of Directors may,in its discretion and as a condition precedent to the issuance thereof, require the ownerof such lost or destroyed certificate or certificates, or his legal representative, togive the corporation a bond in such sum as it may direct as indemnity against any claimthat may be made against the corporation with respect to the certificate alleged to havebeen lost or destroyed.

     Section 3.  Registrationof Transfer.  Upon surrender to the corporation or any transfer agent of thecorporation of a certificate for shares duly endorsed or accompanied by proper evidence ofsuccession, assignment or authority to transfer, it shall be the duty of the corporation,or such transfer agent to issue a new certificate to the person entitled thereto, cancelthe old certificate and record the transaction upon its books.

     Section 4.  RegisteredStockholders.  Except as otherwise provided by law, the corporation shall beentitled to recognize the exclusive right of a person registered on its books as the ownerof shares to receive dividends or other distributions, and to vote as such owner, andshall not be bound to recognize any equitable or legal claim to or interest in such shareor shares on the part of any other person.

     Section 5.  RecordDate.  For the purpose of determining the stockholders entitled to notice ofor to vote at any meeting of stockholders or any adjournment thereof, or to expressconsent to or dissent from any proposal without a meeting, or for the purpose ofdetermining stockholders entitled to receive payment of any dividend or the allotment ofany rights, or for the purpose of any other action affecting the interests ofstockholders, the Board of Directors may fix, in advance, a record date. Such date shallnot be more than sixty (60) nor less than ten (10) days before the date of any suchmeeting, nor more than sixty (60) days prior to any other action.

     In each such case, except asotherwise provided by law, only such persons as shall be stockholders of record on thedate so fixed shall be entitled to notice of, and to vote at, such meeting and anyadjournment thereof, or to express such consent or dissent, or to receive payment of suchdividend, or such allotment of rights, or otherwise to be recognized as stockholders forthe related purpose, notwithstanding any registration of transfer of shares on the booksof the corporation after any such record date so fixed.
**ARTICLE IX

GENERAL PROVISIONS

     Section 1.  Dividends.  Subject to theprovisions of the Articles of Incorporation, if any, dividends upon the outstanding sharesof the corporation may be declared by the Board of 

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Directors at any regular or special meeting, pursuant to law and may bepaid in cash, in property, or in shares of the corporation.

     Section 2.  Reserves.  Beforepayment of any dividends, there may be set aside out of any funds of the corporationavailable for dividends such sum or sums as the directors from time to time, in theirabsolute discretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of the corporation, orfor such other purpose as the directors shall think conducive to the interest of thecorporation, and the directors may modify or abolish any such reserve in the manner inwhich it was created.

     Section 3.  InstrumentsUnder Seal.  All deeds, bonds, mortgages, contracts, and other instrumentsrequiring a seal may be signed in the name of the corporation by the President or by anyother officer authorized to sign such instrument by the President or the Board ofDirectors.

     Section 4.  Checks.  Allchecks or demands for money and notes or other instrument evidencing indebtedness orobligation of the corporation shall be signed by such officer or officers or such otherperson or persons as the Board of Directors may from time to time designate.

     Section 5.  FiscalYear.  The fiscal year of the corporation shall begin on the first day ofJanuary of each year and shall end on the thirty-first day of December following.

     Section 6.  Seal.  Thecorporate seal shall have inscribed thereon the name of the corporation and the words"Corporate Seal, Kansas 1927." The seal may be used by causing it or a facsimilethereof to be impressed or affixed or reproduced or otherwise.

     Section 7.  Amendments.  TheseBy-Laws may be altered or repealed at any regular meeting of the Board of Directors, or atany special meeting of the Board of Directors if notice of such alteration or repeal becontained in the notice of such special meeting.

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