EXHIBIT 3(c)
As amended through 9/24/97
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.
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 shareholder'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 eight
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 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
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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 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.