Exhibit 3.2
CON-WAY INC.
INCORPORATED IN DELAWARE AUGUST 13, 1958
UNDER THE CORPORATE NAME OF
CONSOLIDATED FREIGHTWAYS COMPANY
BYLAWS
As Amended April 23, 2007
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. Stock Certificates and Uncertificated Shares. The shares of
stock of the Corporation may be represented by certificates or may be
uncertificated. Each 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 any 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 any such 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. Absent a specific
request for such a certificate by the registered owner or transferee
thereof, all shares may be uncertificated upon the original issuance
thereof by the Corporation or upon surrender of the certificate
representing such shares to the Corporation or its transfer agent.
SECTION 2. Lost Certificates. The Board of Directors may direct
uncertificated shares or, if requested by the registered owner, 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 uncertificated shares or 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 either the surrender
of a certificate or certificates for a like number of shares, properly
endorsed or accompanied by a properly endorsed stock power, or upon
presentation of proper transfer instructions from the holder of record of
uncertificated shares.
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.
CERTIFICATE
The undersigned, ___________________________________________Secretary of
CON-WAY INC., does hereby certify that the foregoing is a true and correct
copy of the Bylaws of CON-WAY INC., as amended to date hereof.
In witness whereof the undersigned has hereunto set his/her hand and
affixed the seal of said corporation
this ________________day of __________________________, 200____.
_________________________________________________
Secretary of Con-way Inc.