Exhibit 3(b)
As amended through 09/20/06
AMREP CORPORATION
BY-LAWS
Article I
OFFICES
Section 1. Location
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The registered office of the Corporation in the State of Oklahoma shall be
at 735 First National Building, Oklahoma City, Oklahoma.
The Corporation may also have offices at such other places within and
without the State of Oklahoma as the Board of Directors may from time to time
appoint or the business of the Corporation may require.
Article II
SHAREHOLDERS
Section 1. Annual Meeting
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An annual meeting of the shareholders for the election of directors and for
the transaction of such other business as may properly come before the meeting
shall be held on such date and at such time as the Board of Directors each year
shall fix. Each annual meeting shall be held at such place, within or without
the State of Oklahoma, as the Board of Directors shall determine.
An annual meeting may be adjourned from time to time and place to place
until its business is completed. The election of directors shall be by plurality
vote.
Section 2. Special Meetings
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Special meetings of the shareholders may be called by the Board of
Directors (by such vote as is required by the Certificate of Incorporation) or
by the Chairman of the Board or the President. Special meetings shall be held at
such place, on such date, at such time as the Board or person calling the
meeting shall fix.
Section 3. Notice of Meetings
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Notice of every meeting of the shareholders shall be given in the manner
provided by law.
Section 4. Quorum
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At any meeting of shareholders, except as otherwise required by law the
holders of a majority of the shares of stock entitled to vote, present in person
or represented by proxy, shall constitute a quorum for the transaction of
business. If a quorum shall not be present or represented by proxy at any
meeting, the chairman of the meeting or the shareholders entitled to vote
thereat who are present in person or by proxy shall have power to adjourn the
meeting to another place, date or time, without notice other than announcement
at the meeting except as otherwise required by law. At such adjourned meeting at
which the requisite amount of voting stock shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed.
Section 5. Organization
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In the absence of the Chairman of the Board and the President at a meeting
of shareholders, the highest ranking officer of the Corporation who is present
shall call to order the meeting and act as chairman thereof. In the absence of
the Secretary of the Corporation, the secretary of the meeting shall be such
person as the chairman appoints.
Section 6. Conduct of Business
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The chairman of any meeting of shareholders shall determine the order of
business and all other matters of procedure at the meeting, including such
regulation of the manner of voting and the conduct of discussion as seems to him
in order. The chairman may appoint one or more inspectors of Election at any
meeting.
Section 7. Qualification of Voters
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The Board of Directors may fix a date not more than sixty nor less than ten
days before the date of any meeting of the shareholders as the record date for
such meeting. Only those persons who were holders of record of voting stock at
the record date shall be entitled to notice and to vote at such meeting.
Section 8. Stock List
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A list of shareholders entitled to vote at each meeting of shareholders
shall be prepared and made available for examination as required by law.
Section 9. Proxy
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Subject to the provisions of Article II, Section 7 of these By-Laws, at
each meeting of the shareholders every shareholder having the right to vote
shall be entitled to vote in person or by proxy appointed by an instrument in
writing, provided such instrument is filed with the Office of the Secretary of
the Corporation at or before the meeting.
Section 10. Record date for Consents to
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In order that the Corporation may determine the shareholders entitled to
consent to corporate action in writing without a meeting, the Board of Directors
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (l0) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any
shareholder of record seeking to have the shareholders authorize or take
corporate action by written consent shall, by written notice to the Secretary,
request the Board of Directors to fix a record date. The Board of Directors
shall promptly, but in all events within ten (l0) days after the date on which
such a request is actually received, adopt a resolution fixing the record date,
if no record date has been fixed by the Board of Directors within ten (l0) days
of the date on which such a request is actually received, the record date for
determining shareholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the Oklahoma General Corporation Act, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in the State
of Oklahoma, its principal place of business, or any officer or agent of the
Corporation having custody of the book in which proceedings of shareholders
meetings are recorded. Delivery shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board of
Directors and prior action by the Board of Directors is required by the Oklahoma
General Corporation Act, the record date for determining shareholders entitled
to consent to corporate action in writing without a meeting shall be at the
close of business on the day on which the Board of Directors adopts the
resolution taking such prior action
Article III
DIRECTORS
Section 1. Number, Election and Terms
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(a) The property and business of the Corporation shall be managed by the
Board of Directors (the "Board"). The Board shall consist of seven directors
(the "entire Board").
(b) The Directors shall be divided into three classes, as nearly equal in
number as possible as determined by the Board, one class to hold office
initially for a term expiring at the annual meeting of shareholders to be held
in l988, another class to hold office initially for a term expiring at the
annual meeting of shareholders to be held in l989, and another class to hold
office initially for a term expiring at the annual meeting of shareholders to be
held in l990, with the members of each class to hold office until their
successors are elected and qualified. At each annual meeting of shareholders,
the successors of the class of Directors whose term expires at that meeting
shall be elected to hold office for a term expiring at the annual meeting of
shareholders held in the third year following the year of their election and, in
each case, until their respective successors are elected and qualified.
Section 2. Vacancies - Change in Number of Directors
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Newly created directorships resulting from any increase in the number of
Directors and vacancies on the Board occurring otherwise than by removal may be
filled by the majority of the remaining members of the Board, though less than a
quorum, or by a sole remaining Director, or by the shareholders, and any person
so elected shall hold office for the remainder of the term of the class of
Directors in which the new directorship was created or the vacancy occurred and
until such Director's successor shall have been elected and qualified. A vacancy
caused by removal of a Director shall be filled by the shareholders. No decrease
in the number of Directors constituting the Board shall shorten the term of any
incumbent Director.
Section 3. Organizational Meeting
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The Directors shall, if a quorum is present, hold an organizational meeting
for the purpose of (a) electing from among themselves a Chairman of the Board,
(b) electing officers and (c) the transaction of any other business. Such
organizational meeting shall be held immediately after the annual meeting of
shareholders, or as soon thereafter as practicable.
Section 4. Regular Meetings
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Regular meetings of the Board shall be held at such time and place as shall
from time to time be determined by the Board.
Section 5. Special Meetings
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Special meetings of the Board may be called at any time by the Chairman of
the Board or the President, and shall be called by the President or Secretary on
the written request of two directors. Special meetings shall be held at the
principal office of the Corporation in the City of New York, or such other place
as may be set forth in the notice thereof.
Section 6. Notice of Meetings
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Notice of the organizational meeting need not be given if it is held
immediately after the annual meeting of shareholders.
Notice of regular meetings of the Board need not be given.
Notice of the organizational meeting (if required) and of every special
meeting of the Board shall be given to each Director at his usual place of
business, or at such other address as shall have been furnished by him for the
purpose. Such notice shall be given at least forty-eight hours before the
meeting by telephone or by being personally delivered, mailed or telegraphed.
Such notice need not include a statement of the business to be transacted at, or
the purpose of, any such meeting. If a quorum shall not be present at any
meeting of the Board, the directors present may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum be
present.
Section 7. Quorum
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Except as may be otherwise provided by law or in these By-Laws, the
presence of one-half of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the Board
and the act of a majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board.
Section 8. Participation in Meetings by Conference Telephone
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Members of the Board, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation shall constitute presence in
person at such meeting.
Section 9. Powers
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The business, property and affairs of the Corporation shall be managed by
or under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and things
as are not by law, or by the Certificate of Incorporation, or by these By-Laws,
directed or required to be exercised or done by the shareholders.
Section 10. Compensation of Directors
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Directors shall receive such compensation for their services as shall be
determined from time to time by a majority of the entire Board. Directors may
receive compensation for services as director even though they are compensated
for serving the Corporation in other capacities, as salaried officers or
otherwise.
Article IV
OFFICERS - CHAIRMAN OF THE BOARD
Section 1. Officers
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The officers of the Corporation shall be elected by the Board of Directors.
The officers shall be a President, one or more Vice-Presidents (one of whom may
be designated Executive Vice-President), a Secretary and a Treasurer, and such
other officers as the Board of Directors from time to time shall determine. The
President shall be chosen from among the directors, but other officers need not
be directors. The officers shall be elected annually by the Board of Directors
at its first meeting following the annual meeting of shareholders, and each such
officer shall hold office until the corresponding meeting in the next year and
until his or her successor shall have been duly chosen and qualified, or until
he or she shall have resigned or have been removed from office. Any vacancy in
any of the above offices shall be filled for the unexpired portion of the term
by the Board of Directors, at any regular or special meeting. A majority of the
entire Board shall have power at any regular or special meeting to remove any
officer, with or without cause.
Section 2. Other Officers
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The Board of Directors may elect or appoint such other officers and agents
as it shall deem appropriate. Such officers and agents shall hold office at the
pleasure of the Board of Directors.
Section 3. Chairman of the Board - Duties
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The Chairman of the Board shall preside at all meetings of shareholders and
of the Board of Directors at which he shall be present. He also shall have such
other duties as may from time to time be assigned to him by the Board of
Directors.
Section 4. President - Duties
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In the absence of the Chairman of the Board, the President shall preside at
all meetings of shareholders and of the Board of Directors at which he shall be
present. He shall be Chief Executive Officer of the Corporation and, subject to
the direction of the Board of Directors, shall have direct charge and
supervision of the business of the Corporation. He also shall have such other
duties as from time to time may be assigned to him by the Board of Directors.
Section 5. Other Officers - Duties
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The Vice-Presidents, the Secretary, the Treasurer and the other officers
and agents each shall perform the duties and exercise the powers usually
incident to such offices or positions and/or such other duties and powers as may
be assigned to them by the Board of Directors or the Chief Executive Officer.
Article V
AMENDMENTS
Section 1. Alterations - Amendments - Repeal
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Subject to the Certificate of Incorporation, these By-Laws may be altered
or repealed, and other By-Laws may be adopted, by a majority of the entire Board
of Directors at any regular or special meeting.