Exhibit 3.2
CON-WAY INC.
INCORPORATED IN DELAWARE AUGUST 13, 1958
UNDER THE CORPORATE NAME OF
CONSOLIDATED FREIGHTWAYS COMPANY
BYLAWS
As Amended April 18, 2006
CON-WAY INC.
BYLAWS
As Amended April 18, 2006
ARTICLE I
OFFICES
SECTION 1. Registered Office. The registered office of
the Corporation in the State of Delaware shall be in the City
of Wilmington, County of New Castle.
SECTION 2. Other Offices. The Corporation shall also have
and maintain a principal office or place of business at such place
as may be fixed by the Board of Directors, and may also have
other offices at such other places both within and without the
State of Delaware as the Board of Directors may from time to time
determine or as the business of the Corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. Place of Meetings. Meetings of the stockholders of
the Corporation shall be held at such place, either within or
without the State of Delaware, as may be designated from time to
time by the Board of Directors or, if not so designated, then
at the principal office of the Corporation.
SECTION 2. Annual Meetings. The annual meetings of
the stockholders of the Corporation for the purpose of election
of directors and for such other business as may lawfully come
before the meetings shall be held on a date and at a time designated
from time to time by the Board of Directors. No business may
be transacted at an annual meeting of stockholders, other
than business that is either (a) specified in the notice of meeting
(or any supplement thereto) given by or at the direction of the
Board of Directors (or any duly authorized committee thereof),
(b) otherwise properly brought before the annual meeting by or at
the direction of the Board of Directors (or any duly
authorized committee thereof) or (c) otherwise properly brought
before the annual meeting by any stockholder of the Corporation (i)
who is a stockholder of record on the date of the giving of the
notice provided for in this Section 2 and on the record date
for the determination of stockholders entitled to vote at such
annual meeting and (ii) who complies with the notice procedures set
forth in this Section 2.
In addition to any other applicable requirement, for business to
be properly brought before an annual meeting by a stockholder,
such stockholder must have given timely notice thereof in proper
written form to the Secretary of the Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than ninety (90) days nor more
than one hundred twenty (120) days prior to the anniversary date of
the immediately preceding annual meeting of stockholders; provided,
however, that in the event that the annual meeting is called for
a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order to be
timely must be so received not later than the close of business
on the tenth (10th) day following the day on which notice of the
date of the annual meeting was mailed or public disclosure of
the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth as to each matter such stockholder proposes
to bring before this annual meeting (i) a brief description of the
business desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting, (ii) the
name and record address of such stockholder, (iii) the class or
series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by such stockholder,
(iv) a description of all arrangements or understandings between
such stockholder and any other person or persons (including their
names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in
business and (v) a representation that such stockholder intends to
appear in person or by proxy at the annual meeting to bring such
business before the meeting.
Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at the annual meeting except in
accordance with the procedures set forth in this Section 2.
The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the
provisions of this Section 2, and if he should so determine, he
shall so declare to the meeting and any such business shall not be
transacted.
SECTION 3. Special Meetings. Special Meetings. Special meetings
of the stockholders of the Corporation may be called, for any
purpose or purposes, by the Chief Executive Officer or the Board of
Directors at any time. Upon written request of any stockholder
or stockholders holding in the aggregate a majority of the
voting power of all stockholders, the Secretary shall call a
meeting of stockholders to be held not less than thirty (30) and
not more than ninety (90) days after the receipt of the request, on
such date and at such time and place as may be designated by
the Board of Directors. If the Secretary, within forty-five
(45) days following receipt of the request, shall neglect or
refuse to call the meeting in accordance with the provisions of the
preceding sentence, the stockholder or stockholders making the
request may do so.
SECTION 4. Notice of Meetings. Except as otherwise provided by
law or the Certificate of Incorporation, written notice of each
meeting of stockholders shall be given not less than ten nor more
than 50 days before the date of the meeting to each stockholder
entitled to vote thereat, directed to his address as it appears upon
the books of the Corporation; said notice to specify the
place, date and hour and purpose or purposes of the meeting. When a
meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof
are announced at the meeting at which the adjournment is taken
unless the adjournment is for more than thirty days, or unless
after the adjournment a new record date is fixed for the adjourned
meeting, in which event a notice of the adjourned meeting
shall be given to each stockholder of record entitled to vote
at the meeting. Notice of the time, place and purpose of any meeting
of stockholders may be waived in writing, either before or after
such meeting, and will be waived by any stockholder by his
attendance thereat in person or by proxy. Any stockholder so
waiving notice of such meeting shall be bound by the proceedings
of any such meeting in all respects as if due notice thereof had
been given.
SECTION 5. Quorum. At all meetings of stockholders, except where
otherwise provided by statute or by the Certificate of
Incorporation, or by the Bylaws, the presence, in person or by proxy
duly authorized, of the holders of a majority of the outstanding
shares of stock entitled to vote shall constitute a quorum for the
transaction of business. Shares, the voting of which at said
meeting has been enjoined, or which for any reason cannot be
lawfully voted at such meeting shall not be counted to determine a
quorum at said meeting. In the absence of a quorum any meeting of
stockholders may be adjourned, from time to time, by vote of the
holders of a majority of the shares represented thereat, but no
other business shall be transacted at such meeting. At such
adjourned meeting at which a quorum is present or represented any
business may be transacted which might have been transacted at
the original meeting. The stockholders present at a duly called or
convened meeting, at which a quorum is present, may continue to
transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum. Except
as otherwise provided by law, the Certificate of Incorporation or
these Bylaws, all action taken by the holders of a majority of
the voting power represented at any meeting at which a quorum is
present shall be valid and binding upon the Corporation.
SECTION 6. Voting Rights. Except as otherwise provided by law,
only persons in whose names shares entitled to vote stand on the
stock records of the Corporation on the record date for
determining the stockholders entitled to vote at said meeting shall
be entitled to vote at such meeting. Shares standing in the
names of two or more persons shall be voted or represented in
accordance with the determination of the majority of such persons,
or, if only one of such persons is present in person or
represented by proxy, such person shall have the right to vote such
shares and such shares shall be deemed to be represented for the
purpose of determining a quorum. Every person entitled to vote or
execute consents shall have the right to do so either in person or
by an agent or agents authorized by a written proxy executed by such
person or his duly authorized agent, which proxy shall be filed with
the Secretary of the Corporation at or before the meeting at which
it is to be used. Said proxy so appointed need not be a stockholder.
No proxy shall be voted on after three years from its date unless
the proxy provides for a longer period. List of Stockholders.
SECTION 7. List of Stockholders. The officer who has charge of
the stock ledger of the Corporation shall prepare and make, at
least ten (10) days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at said meeting,
arranged in alphabetical order, showing the address of and the
number of shares registered in the name of each stockholder. Such
list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours,
for a period of at least ten (10) days prior to the meeting, either
at a place within the city where the meeting is to be held and which
place shall be specified in the notice of the meeting, or, if not
specified, at the place where said meeting is to be held, and the
list shall be produced and kept at the time and place of meeting
during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 8. Action Without Meeting. Whenever the vote of
stockholders at a meeting thereof is required or permitted to be
taken in connection with any corporate action by any provisions of
the statutes or of the Certificate of Incorporation, the meeting and
vote of stockholders may be dispensed with: (1) if all of the
stockholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate
action being taken; or (2) if the Certificate of Incorporation
authorizes the action to be taken with the written consent of
the holders of less than all of the stock who would have been
entitled to vote upon the action if a meeting were held, then on
the written consent of the stockholders having not less than
such percentage of the number of votes as may be authorized in
the Certificate of Incorporation; provided that in no case shall the
written consent be by the holders of stock having less than the
minimum percentage of the vote required by statute for the proposed
corporate action, and provided that prompt notice must be given to
all stockholders of the taking of corporate action without a
meeting and by less than unanimous written consent.
SECTION 9. Rules of Conduct. The Board of Directors of the
Company shall be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem necessary,
appropriate or convenient. Subject to such rules and regulations
of the Board of Directors, if any, the chairman of the meeting
shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the
judgment of such chairman, are necessary, appropriate or convenient
for the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for the
meeting, rules and procedures for maintaining order at the meeting
and the safety of those present, limitations on participation in
such meeting to stockholders of record of the Corporation and their
duly authorized and constituted proxies, and such other persons as
the chairman shall permit, restrictions on entry to the meeting
after the time fixed for the commencement thereof, limitations
on the time allotted to questions or comments by participants and
regulation of the opening and closing of the polls for balloting
on matters which are to be voted on by ballot. Unless, and to the
extent, determined by the Board of Directors or the chairman
of the meeting, meetings of shareholders shall not be required to
be held in accordance with rules of parliamentary procedure.
ARTICLE III
DIRECTORS
SECTION 1. Powers. The powers of the Corporation shall be
exercised, its business conducted and its property controlled by the
Board of Directors.
SECTION 2. Number, Qualifications and Classification. (a) A
majority of the directors holding office may by resolution increase
or decrease the number of directors, provided, however, that the
number thereof shall never be less than twelve nor greater than
fifteen. A director need not be a stockholder. The directors shall
be divided into three classes, designated Class I, Class II and
Class III, as nearly equal in number as the then total number of
directors permits. At the 1985 annual meeting of stockholders, Class
I directors shall be elected for a one-year term, Class II directors
for a two-year term and Class III directors for a three-year term.
At each succeeding annual meeting of stockholders beginning in
1986, successors to the class of directors whose term expires at
that annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any
additional directors of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the
term of any incumbent director. A director shall hold office
until the annual meeting for the year in which his term expires and
until his successor shall be elected and shall qualify, subject,
however, to prior death, resignation, retirement, disqualification
or removal from office. Any vacancy on the Board of Directors,
including any vacancy that results from an increase in the
number of directors, may be filled by a majority of the Board of
Directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy
shall have the same remaining term as that of his predecessor.
(b) Notwithstanding the foregoing, whenever the holders of any
one or more classes or series of Preferred Stock issued by the
Corporation shall have the right, voting separately by class or
series, to elect directors at an annual or special meeting of
stockholders, the election, term of office, filling of vacancies
and other features of such directorships shall be governed by the
terms of the Certificate of Incorporation applicable thereto, and
such directors so elected shall not be divided into classes
pursuant to these Bylaws unless expressly provided by such terms.
(c) Any amendment, change or repeal of this Section 2 of Article
III, or any other amendment to these Bylaws that will have the
effect of permitting circumvention of or modifying this Section 2
of Article III, shall require the favorable vote, at a stockholders'
meeting, of the holders of at least 80% of the then-outstanding
shares of stock of the Corporation entitled to vote.
SECTION 3. [Intentionally Omitted.]
SECTION 4. Vacancies. A vacancy in the Board of Directors shall
be deemed to exist in the case of the death, resignation or removal
of any director, or if the number of directors constituting the
whole Board be increased, or if the stockholders, at any
meeting of stockholders at which directors are to be elected, fail
to elect the number of directors then constituting the whole Board.
SECTION 5. Resignations. Any director may resign at any time by
delivering his written resignation to the Secretary, such
resignation to specify whether it will be effective at a
particular time, upon receipt by the Secretary or at the pleasure
of the Board of Directors. If no such specification is made, it
shall be deemed effective at the pleasure of the Board of Directors.
SECTION 6. Meetings. (a) The annual meeting of the Board of
Directors shall be held at such time and place as the Board may
determine. No notice of the annual meeting of the Board of Directors
shall be necessary if such meeting is held immediately after the
annual stockholders' meeting and at the place where such
stockholders' meeting is held. If the annual meeting of the Board
of Directors is held on a different date, or at a different time or
place, notice of the date, time and place of such annual meeting
of the Board of Directors shall be furnished to each director in
accordance with the procedures of Article III, Section 6(c) of
these Bylaws. The annual meeting of the Board of Directors shall be
held for the purpose of electing officers and transacting such
other business as may lawfully come before it.
(b) Regular meetings of the Board of Directors shall be held at
such place within or without the State of Delaware, and at such
times as the Board may from time to time determine, and if so
determined no notice thereof need be given.
(c) Special meetings may be called at any time and place within or
without the State of Delaware upon the call of the Chief Executive
Officer or Secretary or any two directors. Notice of the date, time,
place and purposes of each special meeting, and notice of the date,
time and place of each annual and regular meeting for which notice
is required to be given, shall be sent by mail at least seventy-two
hours in advance of the time of the meeting, or by telegram at least
forty-eight hours in advance of the time of the meeting, or by
facsimile at least twenty-four hours in advance of the time of the
meeting, to the address or facsimile number (as applicable) of each
director. Notice of any special meeting may be waived in writing at
any time before or after the meeting and will be waived by any
director by attendance thereat.
SECTION 7. Quorum and Voting. (a) A majority of the whole Board
of Directors shall constitute a quorum for all purposes, provided,
however, at any meeting whether a quorum be present or otherwise,
a majority of the directors present may adjourn from time to time
and place to place, within or without the State of Delaware,
without notice other than by announcement at the meeting.
(b) At each meeting of the Board at which a quorum is present all
questions and business shall be determined by a vote of a majority
of the directors present, unless a different vote be required by law
or by the Certificate of Incorporation.
SECTION 8. Action Without Meeting. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a
meeting, if all members of the Board or of such committee, as the
case may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the Board or
committee.
SECTION 9. Fees and Compensation. Directors shall not receive
any stated salary for their services as directors, but, by
resolution of the Board, compensation in a reasonable amount may
be fixed by the Board, including, without limitation,
compensation in the form of an annual retainer, a fee for each
Board or Board Committee meeting attended, reimbursement for
expenses of attendance at any such meeting, or any combination of
any of the foregoing. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other
capacity as an officer, agent, employee, or otherwise, and receiving
compensation therefor.
SECTION 10. Maximum Age of Directors. Directors who have
attained the age of 72 years shall be ineligible to stand for
election or reelection as a director. Except as may otherwise be
determined by the Board of Directors, a director who has attained
the age of 72 years whose term as a director continues beyond the
annual meeting of shareholders next following attainment of 72
years shall retire and resign as a director at the first directors'
meeting following such annual meeting of shareholders. Unless
otherwise determined by the Board of Directors in accordance with
the preceding sentence, for this purpose such resignation will be
automatic and need not meet the requirements for resignation
set forth in Section 5 of this Article III.
SECTION 11. Nominations of Persons for Election to the Board of
Directors. Only persons who are nominated in accordance with the
following procedures set forth in these Bylaws shall be eligible for
election as directors of the Corporation. Nominations of persons for
election to the Board of Directors may be made at any annual meeting
of stockholders (a) by or at the direction of the Board of Directors
(or any duly authorized committee thereof) or (b) by any stockholder
of the Corporation (i) who is a stockholder of record on the date of
the giving of the notice provided for in this Section 11 and on the
record date for the determination of stockholders entitled to vote
and (II) who complies with the notice procedures set forth in this
Section 11.
In addition to any other applicable requirements, for a nomination
to be made by a stockholder, such stockholder must have given timely
notice thereof in proper written form to the Secretary of the
Corporation.
To be timely, a stockholder's notice to the Secretary must be
delivered to or mailed and received at the principal executive
offices of the Corporation not less than ninety (90) days nor
more than one hundred twenty (120) days prior to the anniversary
date of the immediately preceding annual meeting of
stockholders; provided, however, that in the event that the
annual meeting is called for a date that is not within thirty
(30) days before or after such anniversary date, notice by the
stockholder in order to be timely must be so received not later
than the close of business on the tenth (10th) day following
the day on which notice of the date of the annual meeting was
mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs.
To be in proper written form, a stockholder's notice to the
Secretary must set forth (a) as to each person whom the stockholder
proposes to nominate for election as a director (i) the name, age,
business address and residence address of the person, (ii) the
principal occupation or employment of the person, (iii) the class or
series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv)
any other information relating to the person that would be
required to be disclosed in a proxy statement or other filings
required to be made in connection with solicitations of proxies
for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and
the rules and regulations promulgated thereunder; and (b) as to
the stockholder giving the notice (i) the name and record address
of such stockholder, (ii) the class or series and number of
shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a
description of all arrangements or understandings between such
stockholder and each proposed nominee and any other person or
persons (including their names) pursuant to which the
nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or
by proxy at the annual meeting to nominate the persons named in its
notice and (v) any other information relating to such stockholder
that would be required to be disclosed in a proxy statement
or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations
promulgated thereunder. Such notice must be accompanied by a written
consent of each proposed nominee to be named as a nominee and to
serve as a director if elected. The Corporation may require any
proposed nominee to furnish any other information that may
reasonably be required by the Corporation to determine the
qualifications of such proposed nominee to serve as a director of
the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the
procedures set forth herein. These provisions shall not apply to
nomination of any persons entitled to be separately elected by
holders of Preferred Stock.
The Chairman of the annual meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made
in accordance with the foregoing procedures, and if he should
so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
ARTICLE IV
OFFICERS AND COMMITTEES
SECTION 1. Officers Designated. The executive officers of the
Corporation shall be chosen by the Board of Directors and shall be
the Chairman of the Board, the President, one or more Vice
Presidents, the Secretary, one or more Assistant Secretaries, the
Treasurer, one or more Assistant Treasurers, and such other
executive officers as the Board of Directors from time to time may
designate. The Board of Directors shall designate either the
Chairman of the Board or the President as the Chief Executive
Officer of the Corporation. The officer so designated shall have
charge of the actual conduct and operation of the business of the
Corporation, subject to the control and direction of the Board of
Directors. The Chief Executive Officer shall, with the consent of
the Board of Directors, assign such additional titles to Vice
Presidents as he shall deem appropriate and designate the
succession of officers to act in his stead in his absence or
disability. He may appoint additional Vice Presidents who shall
not, however, be executive officers. He shall assign all duties
not otherwise specified by these Bylaws to all officers and
employees of the Corporation.
SECTION 2. Election, Qualification, Tenure of Office, and Duties
of Executive Officers and Other Officers. (a) At the annual meeting
of the Board of Directors following their election by the
stockholders, the directors shall elect all executive officers of
the Corporation. Any one person may hold any number of offices of
the Corporation at any one time unless specifically prohibited
therefrom by law. The Chairman of the Board shall be a director
but no other officer need be a director.
(b) Each executive officer shall hold office from the date of his
election either until the date of his voluntary resignation, or
death, or until the next annual meeting of the Board of Directors
and until a successor shall have been duly elected and qualified,
whichever shall first occur; provided that any such officer may be
removed by the Board of Directors whenever in its judgment the best
interest of the Corporation will be served thereby, and the Board
may elect another in the place and stead of the person so removed.
(c) Chairman of the Board: The Chairman of the Board shall preside
at all meetings of the stockholders, of the Board of Directors, and
of the Executive Committee. He shall have the responsibility of
keeping the directors informed on all policy matters, and shall
have such other powers and perform such other duties as may be
prescribed by the Board.
(d) President: The President shall, in the absence of the
Chairman of the Board preside at all meetings of the stockholders,
the Board of Directors and the Executive Committee. He shall
exercise all of the powers and discharge all of the other duties
of the Chairman of the Board in the absence of the Chairman of
the Board. He shall perform such other duties as may be prescribed
by the Chairman of the Board.
(e) Vice Presidents: The Vice Presidents shall have such duties
and have such other powers as shall be prescribed by the Chief
Executive Officer. Such Vice President as may be designated by the
Board of Directors or the Chairman of the Board shall preside at
all meetings of the stockholders.
(f) Secretary: The Secretary shall record all the proceedings of
the meetings of the Corporation and of the directors in a book or
books kept for that purpose. He shall attend to the giving and
serving of all notices on behalf of the Corporation. He shall have
the custody of the corporate seal and affix the same to such
instruments as may be required. He shall have such other powers and
perform such other duties as may be prescribed by the Chief
Executive Officer.
(g) Assistant Secretaries: Assistant Secretaries shall assist the
Secretary in the performance of his duties and any one of the
Assistant Secretaries may perform all of the duties of the
Secretary if at any time he shall be unable to act. Assistant
Secretaries shall have such other powers and perform such other
duties as may be prescribed by the Chief Executive Officer.
(h) Treasurer: The Treasurer shall have charge of the custody,
control and disposition of all funds of the Corporation and shall
account for same. He shall have such other powers and perform such
other duties as may be prescribed by the Chief Executive Officer.
(i) Assistant Treasurers: Assistant Treasurers shall assist the
Treasurer in the performance of his duties and any one of the
Assistant Treasurers may perform all of the duties of the Treasurer
if at any time he shall be unable to act. Assistant Treasurers shall
have such other powers and perform such other duties as may be
prescribed by the Chief Executive Officer.
SECTION 3. Committees. (a) Executive Committee. The Board of
Directors may, by resolution passed by a majority of the whole
Board, appoint an Executive Committee of not less than three
members, all of whom shall be directors. The Executive Committee,
if established and to the extent permitted by law, shall have and
may exercise when the Board of Directors is not in session all
powers of the Board in the management of the business and
affairs of the Corporation and may authorize the seal of the
Corporation to be affixed to all papers which may require it. It
shall be the duty of the Secretary of the Corporation to record
the minutes of all actions of the Executive Committee.
(b) Other Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, from time to time appoint
such other committees as may be permitted by law. The Chief
Executive Officer may appoint such other committees as he finds
necessary to the conduct of the Corporation's business. Such other
committees appointed by the Board of Directors or the Chief
Executive Officer shall have such powers and perform such duties
as may be prescribed by the body or person appointing such
committee.
(c) Term; Number of Committee Members. The members of all
committees of the Board of Directors shall serve a term
coexistent with that member's remaining term as a member of the
Board of Directors, or until such time as the Board of Directors
shall replace that member on such committee or ask that member
to accept another committee assignment in its stead. The Board,
subject to the provisions of subsection (a) and (b) of this
Section 3, may at any time increase or decrease the number of
members of a committee or terminate the existence of a
committee; provided, that no committee, while it exists, shall
consist of less than three members. The membership of a committee
member shall terminate on the date of his death or voluntary
resignation, but the Board may at any time for any reason remove
any individual committee member and the Board may fill any
committee vacancy created by death, resignation, removal or
increase in the number of members of the committee. The Board
of Directors may designate one or more directors as alternate
members of any committee, to replace any absent or disqualified
member at any meeting of the committee. If the qualified members of
a committee, in attendance at a committee meeting, believe that the
absence or disqualification of one or more members of that committee
seriously impairs the function of that committee, such remaining
qualified members, whether or not constituting a quorum, may by
unanimous action appoint another member of the Board of
Directors to act as a committee member at that meeting.
(d) Notice of Committee Meetings. Notice of the date, time and
place of each committee meeting shall be sent to each committee
member by mail at least seventy-two hours in advance of the time of
the meeting,or by telegram at least forty-eight hours in advance of
the time of the meeting, or by facsimile at least twenty-four hours
in advance of the time of the meeting, to the address or
facsimile number (as applicable) of each committee member.
ARTICLE V
CAPITAL STOCK
SECTION 1. Form and Execution of Certificates. Certificates for
the shares of stock of the Corporation shall be in such form as
are consistent with the Certificate of Incorporation and
applicable law. Every holder of stock in the Corporation shall be
entitled to have a certificate signed by, or in the name of the
Corporation by, the Chairman of the Board, President or any Vice
President and by the Treasurer or Assistant Treasurer or the
Secretary or Assistant Secretary, certifying the number of shares
owned by him in the Corporation. Where such certificate is
countersigned by a transfer agent other than the Corporation or
its employee, or by a registrar other than the Corporation or its
employee, any other signature on the certificate may be a
facsimile. In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent,
or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.
SECTION 2. Lost Certificates. The Board of Directors may direct
a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the Corporation
alleged to have been lost or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of
stock to be lost or destroyed. When authorizing 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 owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the
same in such manner as it shall require and/ or to give the
Corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the Corporation with
respect to the certificate alleged to have been lost or destroyed.
SECTION 3. Transfers. Transfers of record of shares of the
capital stock of the Corporation shall be made upon its books
by the holders thereof, in person or by attorney duly authorized,
and upon the surrender of a certificate or certificates for a
like number of shares, properly endorsed or accompanied by a
properly endorsed stock power.
SECTION 4. Fixing Record Dates. In order that the Corporation may
determine the stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, or to express
consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution
or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may
fix, in advance, a record date, which shall not be more than sixty
nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action. If no record date is
fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at
the close of business on the day next preceding the day on which
notice is given, or, if notice is waived, at the close of business
on the day next preceding the day on which the meeting is held;
and (2) the record date for determining stockholders for any other
purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto. A
determination of stockholders of record entitled to notice of or
to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.
SECTION 5. Registered Stockholders. The Corporation shall be
entitled to recognize the exclusive right of a person registered
on its books as the owner of shares to receive dividends, and to
vote as such owner, and shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on
the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws
of Delaware.
ARTICLE VI
OTHER SECURITIES OF THE CORPORATION
All bonds, debentures and other corporate securities of the
Corporation, other than stock certificates, may be signed by the
Chairman of the Board, the President or any Vice President, or such
other person as may be authorized by the Board of Directors, and the
corporate seal impressed thereon or a facsimile of such seal
imprinted thereon and attested by the signature of the Secretary or
an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
or such other person as may be authorized by the Board of
Directors; provided, however, that where any such bond,
debenture or other corporate security shall be authenticated by
a trustee under an indenture pursuant to which such bond,
debenture or other corporate securities shall be issued, the
signatures of the persons signing and attesting the corporate seal
on such bond, debenture or other corporate security may be the
imprinted facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as aforesaid, shall
be signed by the Treasurer or an Assistant Treasurer of the
Corporation, or such other person as may be authorized by the Board
of Directors, or bear imprinted thereon the facsimile signature of
such person. In case any person who shall have signed or attested
any bond, debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest coupon, shall
have ceased to be an officer before the bond, debenture or other
corporate security so signed or attested shall have been delivered,
such bond, debenture or other corporate security nevertheless may be
adopted by the Corporation and issued and delivered as though the
person who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the
Corporation.
ARTICLE VII
SECURITIES OWNED BY THE CORPORATION
Power to Vote. Unless otherwise ordered by the Board of Directors,
the Chief Executive Officer, or any officer designated in writing by
the Chief Executive Officer, shall have full power and authority in
the name and on behalf of the Corporation, to vote and to act either
in person or by proxy at any meeting of the holders of stock or
securities in any corporation upon and in respect of any securities
therein which the Corporation may hold, and shall possess and may
exercise in the name of the Corporation any and all rights and
powers incident to the ownership of such stock or securities which,
as the owner thereof, the Corporation shall possess and might
exercise including the right to give written consents in respect to
action taken or to be taken. The Board of Directors may from time
to time confer like powers upon any other person or persons.
ARTICLE VIII
CORPORATE SEAL
The corporate seal shall consist of a die bearing the
inscription, "Con-way Inc."-Corporate Seal- Delaware."
ARTICLE IX
AMENDMENTS
These Bylaws may be repealed, altered or amended or new Bylaws
adopted by written consent of stockholders in the manner authorized
by Section 8 of Article II or at any meeting of the stockholders,
either annual or special, by the affirmative vote of a majority of
the stock entitled to vote at such meeting. The Board of Directors
shall also have the authority to repeal, alter or amend these Bylaws
or adopt new Bylaws by unanimous written consent or by the
affirmative vote of a majority of the whole Board at any annual,
regular, or special meeting subject to the power of the stockholders
to change or repeal such Bylaws.
ARTICLE X
MISCELLANEOUS
SECTION 1. Definitions. As used in these Bylaws and wherever the
context shall require, the word "person" shall include
associations, partnerships and corporations as well as
individuals; words in the masculine gender shall include the
feminine and associations, partnerships and corporations; words in
the singular shall include the plural and words in the plural may
mean only the singular, and words "additional compensation" shall
mean and include all bonus, profit sharing, retirement, deferred
compensation, and all other additional compensation plans or
arrangements affecting persons individually or as a group.
SECTION 2. Notices. Whenever, under any provisions of these
Bylaws, notice is required to be given to any stockholder, the
same shall be given in writing, timely and duly deposited in the
United States Mail, postage prepaid, and addressed to his last
known post office address as shown by the stock record of the
Corporation or its transfer agent. Any notice required to be given
to any director may be given by the method hereinabove stated, by
personal delivery, or by telegram, except that such notice, other
than one which is delivered personally, shall be sent to such
address as such director shall have filed in writing with the
Secretary of the Corporation, or, in the absence of such filing,
to the last known post office address of such director. If no
address of a stockholder or director be known, such notice may be
sent to the principal office of the Corporation. An affidavit of
mailing, executed by a duly authorized and competent employee of
the Corporation or its transfer agent appointed with respect to
the class of stock affected, specifying the name and address or
the names and addresses of the stockholder or stockholders,
director or directors, to whom any such notice or notices was or
were given, and the time and method of giving the same, shall be
conclusive evidence of the statements therein contained. All
notices given by mail, as above provided, shall be deemed to have
been given as at the time of mailing and all notices given by
telegram shall be deemed to have been given as at the sending time
recorded by the telegraph company transmitting the same. It shall
not be necessary that the same method of giving be employed in
respect of all directors, but one permissible method may be
employed in respect of any one or more, and any other permissible
method or methods may be employed in respect of any other or
others.
The period or limitation of time within which any stockholder may
exercise any option or right, or enjoy any privilege or benefit, or
be required to act, or within which any directors may exercise any
power or right, or enjoy any privilege, pursuant to any notice
sent him in the manner above provided, shall not be affected or
extended in any manner by the failure of such stockholder or such
director to receive such notice. Whenever any notice is required
to be given under the provisions of the statutes or of the
Certificate of Incorporation, or of these Bylaws, a waiver thereof
in writing signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed
equivalent thereto. Whenever notice is required to be given, under
any provision of law or of the Certificate of Incorporation or
Bylaws of the Corporation, to any person with whom communication
is unlawful, the giving of such notice to such person shall not be
required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give
such notice to such person. Any action or meeting which shall be
taken or held without notice to any such person with whom
communication is unlawful shall have the same force and effect as
if such notice had been duly given. In the event that the action
taken by the Corporation is such as to require the filing of a
certificate under any provision of the Delaware General Corporation
Law, the certificate shall state,if such is the fact and if
notice is required, that notice was given to all persons entitled
to receive notice except such persons with whom communication is
unlawful.
SECTION 3. Indemnification of Officers, Directors, Employees and
Agents. (a) Right to Indemnification. Each person who was or is
made a party or is threatened to be made a party to or is involved
in any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative (hereinafter a "Proceeding"), by reason of the fact
that he, or a person of whom he is the legal representative, is or
was a director, officer, employee, or agent of the Corporation or is
or was serving at the request of the Corporation as a director,
officer, employee, or agent of another corporation or of a
partnership, joint venture, trust, or other enterprise, including
service with respect to employee benefit plans,whether the basis
of the Proceeding is alleged action in an official capacity as a
director, officer, employee, or agent or in any other capacity
while serving as a director, officer, employee, or agent, shall
be indemnified and held harmless by the Corporation to the
fullest extent authorized by the Delaware General Corporation Law,
as the same exists or may hereafter be amended (but, in the case of
any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification
rights than were permitted prior to amendment) against all
expenses, liability, and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such
person in connection therewith; provided, however, that except as
to actions to enforce indemnification rights pursuant to paragraph
(c) of this Section, the Corporation shall indemnify any such
person seeking indemnification in connection with a Proceeding (or
part thereof) initiated by such person only if the Proceeding (or
part thereof) was authorized by the Board of Directors of the
Corporation. The right to indemnification conferred in this
Article shall be a contract right for the benefit of the
Corporation's directors, officers, employees, and agents.
(b) Authority to Advance Expenses. Expenses incurred (including
attorneys' fees) by an officer or director (acting in his capacity
as such) in defending a Proceeding shall be paid by the
Corporation in advance of the final disposition of such
Proceeding, provided, however, that if required by the Delaware
General Corporation Law, as amended, such expenses shall be
advanced only upon delivery to the Corporation of an undertaking
by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article or
otherwise. Such expenses incurred by other employees or agents
of the Corporation (or by the directors or officers not acting
in their capacity as such, including service with respect to
employee benefit plans) may be advanced upon such terms and
conditions as the Board of Directors deems appropriate.
(c) Right of Claimant to Bring Suit. If a claim under paragraph
(a) or (b) of this Section is not paid in full by the Corporation
within sixty days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense (including attorneys'
fees) of prosecuting such claim. It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending a Proceeding in advance of its
final disposition where the required undertaking has been tendered
to the Corporation) that the claimant has not met the standards
of conduct that make it permissible under the Delaware General
Corporation Law for the Corporation to indemnify the claimant for
the amount claimed. The burden of proving such a defense shall
be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant
is proper under the circumstances because he has met the
applicable standard of conduct set forth in the Delaware General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or
its stockholders) that the claimant had not met such applicable
standard of conduct, shall be a
defense to the action or create a presumption that claimant has not
met the applicable standard of conduct.
(d) Provisions Nonexclusive. The rights conferred on any person by
this Section shall not be exclusive of any other rights that such
person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to
action in his official capacity and as to action in another capacity
while holding such office.
(e) Authority to Insure. The Corporation may purchase and maintain
insurance to protect itself and any person who is or was a director,
officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee,
or agent of another corporation, partnership, joint venture, trust,
or other enterprise against any liability, expense, or loss
asserted against or incurred by such person, whether or not the
Corporation would have the power to indemnify him against such
liability, expense, or loss under applicable law or the provisions
of this Article.
(f) Survival of Rights. The rights provided by this Section shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.
(g) Effect of Amendment. Any amendment, repeal, or modification of
this Section shall not (a) adversely affect any right or protection
of any director, officer, employee, or agent existing at the time of
such amendment, repeal, or modification, or (b) apply
to the indemnification of any such person for liability,
expense, or loss stemming from actions or omissions occurring prior
to such amendment, repeal, or modification.