Exhibit 3(ii)(a)
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Amendment to Section 1(a) of Article III of the By-Laws effective
September 23, 1994:
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 eleven
directors (the "entire Board").
Exhibit 3(ii)(b)
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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 of 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 after 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.
Section 11. Nomination of Directors
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Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors. Nominations of
candidates for election as directors of the Corporation at a meeting of
shareholders may be made by the Board of Directors or by any shareholder
entitled to vote for the election of directors at the meeting. However, a
shareholder so entitled to vote may nominate one or more persons for
election as directors only if notice of such share-holder's intent to make
such nomination or nominations has been duly given in writing to the
Secretary of the Corporation, which notice shall be duly given only if
delivered to, or sent to and received at, the office of the Secretary of the
Corporation not later than (a) with respect to an election to be held at an
annual meeting of shareholders, the date which is 60 days prior to the
anniversary date of the immediately preceding annual meeting, and (b) with
respect to an election to be held at a special meeting of shareholders, the
close of business on the tenth day following the date on which notice of
such meeting is first given to shareholders or, if such tenth day is not a
business day, the close of business on the first business day next
succeeding. Each such notice shall set forth: (a) the name and address of
the shareholder proposing to make such nomination or nominations; (b) a
representation that the shareholder is either the holder of record of shares
of the Corporation entitled to vote for the election of directors at such
meeting or is the beneficial owner of such shares which are owned of record
by a nominee or custodian, and statement of the number of such shares owned;
(c) the shareholder's representation that the shareholder intends to appear
in person or by proxy at the meeting to nominate the person or persons
specified in the notice; (d) a description of all arrangements or
understandings between the shareholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination
or nominations are to be made by the shareholder; and (e) with respect to
each person proposed to be nominated for election as a director, (i) the
name, age, business address and residence address, and the business
experience or other qualifications of the person, (ii) such other
information regarding the person as would be required to be included in a
proxy statement filed pursuant to the rules of the Securities and Exchange
Commission, had the person been nominated by the Board of Directors, and
(iii) the consent of the person to serve as a director of the Corporation if
so elected. No shareholder nomination shall be effective unless made in
accordance with the procedures set forth in this Section 11. The person
presiding at the meeting shall, if the facts warrant, determine that a
shareholder nomination was not made in accordance with the procedures set
forth in this Section 11, and if such determination be made, shall so
declare to the meeting, in which event the defective nomination shall be
disregarded and the persons so nominated shall not be eligible for election
as directors.
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 eleven
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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If the number of Directors shall be increased, the vacancies thereby
created shall be filled by the shareholders. If a vacancy or vacancies
occurs otherwise than by removal or an increase in the number of Directors
in one or more classes, such vacancy or vacancies shall be filled by the
majority of the remaining members of the Board, though less than a quorum,
and the person or persons so elected shall hold office for the remainder of
the term of the applicable class. A vacancy caused by removal of a Director
shall be filled by the share-holders. 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 electing officers and the transaction of any
other business immediately after the annual meeting of shareholders, or as
soon thereafter as is 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 share-holders.
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
Section 1. Executive Officers
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The executive officers of the Corporation shall be elected by the
Board of Directors. The executive officers shall be a Chairman of the
Board, a President, one or more Vice-Presidents (one of whom may be
designated Executive Vice- President), a Secretary and a Treasurer. The
Chairman of the Board and the President shall be chosen from among the
directors, but other officers need not be directors. The executive 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
successor shall have been duly chosen and qualified, or until he 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
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 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 Operating Officer of the
Corporation and, subject to the direction of the Board of Directors and of
the Chairman of the Board, shall have direct charge and supervision of the
operations 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 the affirmative
vote of holders of a majority of the shares issued and outstanding and
entitled to vote at any regular or special meeting of shareholders, or by a
majority of the entire Board of Directors at any regular or special meeting.