EXHIBIT 3.2
BY-LAWS
OF
OGDEN CORPORATION
(As amended through June 30, 1995)
Section 1. In addition to its principal office in the State
of Delaware, Ogden Corporation (the "Corporation") may also have
offices at such other places within or without the State of
Delaware as the Board of Directors shall from time to time
determine.
Section 2. Meetings of the stockholders and meetings of the
Board of Directors may be held at any place or places within or
without the State of Delaware.
Section 3. The Annual Meeting of Stockholders shall be held
on such date and at such time and place as may be fixed by the
Board and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of any such other
business as is properly brought before the meeting in accordance
with these By-laws. To be properly brought before an Annual
Meeting occurring subsequent to the Annual Meeting held in 1988,
business must be either (i) specified in the notice of Annual
Meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise properly brought before the Annual
Meeting by or at the direction of the Board, or (iii) otherwise
properly brought before the Annual Meeting by a stockholder. In
addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than 50 days nor
more than 75 days prior to the meeting; provided, however, that in
the event that less than 65 days' notice or prior public disclosure
of the date of the Annual Meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not
later than the stockholder to be timely must be so received not
later than the close of business on the fifteenth day following the
day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure was made, whichever first occurs.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the 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
the stockholder proposing such business, (iii) the class, series
and number of shares of the Corporation's stock which are
beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business. Notwithstanding
anything in the By-laws to the contrary, no business shall be
conducted at the Annual Meeting except in accordance with the
procedures set forth in this Section 3, provided, however, that
nothing in this Section 3 shall be deemed to preclude discussion by
any stockholder of any business properly brought before the Annual
Meeting. The Chairman of an Annual Meeting shall, if the facts
warrant, determine and declare to the Annual Meeting that business
was not properly brought before the Annual Meeting in accordance
with the provisions of this Section 3, and if he should so
determine, he shall so declare to the Annual Meeting and any such
business not properly brought before the meeting shall not be
transacted. Written notice of the Annual Meeting stating the
place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section 4. (Deleted. Related to voting rights of a class of
Preferred Stock no longer authorized or issued).
Section 5. Unless otherwise prescribed by law or by the
Certificate of Incorporation, special meetings of the stockholders,
for any purpose or purposes, may be held upon call of the Chairman
of the Board of Directors, the Vice Chairman of the Board of
Directors or a majority of the Board of Directors. Special
meetings of stockholders may not be called by any other person or
persons. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.
Section 6. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as
directors at any meeting of stockholders occurring subsequent to
the Annual Meeting of Stockholders held in 1988. Nominations of
persons for election to Board of Directors of the Corporation at
the Annual Meeting may be made at such meeting by or at the
direction of the Board of Directors, by any committee or persons
appointed by the Board or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 6.
Such nominations, other than those made by or at the direction of
the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 50 days or more
than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the fifteenth day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as
a director, (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment
of the person, (c) the class, series and number of shares of
capital stock of the Corporation which are beneficially owned by
the person, and (d) any other information relating to the person
that is required to be disclosed in solicitations of proxies for
election of directors pursuant to the Rules and Regulations of the
Securities and Exchange Commission under Section 14 of the
Securities Exchange Act of 1934, as amended; and (ii) as to the
stockholder giving the notice (a) the name and record address of
the stockholder and (b) the class, series and number of shares of
capital stock of the Corporation which are beneficially owned by
the stockholder. The Corporation may require any proposed nominee
to furnish his written consent to serve if elected and such other
information as may reasonably be required by the Corporation to
determine the eligibility 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. The Chairman of
the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
Section 7. The holders of a majority of the stock of the
Corporation having voting power present in person or by proxy shall
constitute a quorum, but less than a quorum shall have power to
adjourn any meeting from time to time without notice. Except as
aforesaid, except as provided in the Certificate of Incorporation,
and except as otherwise provided by law, a majority of a quorum at
any meeting of stockholders shall have power to act.
Section 8. At every meeting of stockholders each stockholder
entitled to vote thereat may vote and otherwise act in person or by
proxy; but no proxy shall be voted upon more than three (3) years
after its date unless such proxy provides for a longer period.
Section 9. At least ten days before each election of
directors a complete list, arranged in alphabetical order, of the
stockholders entitled to vote at the election shall be prepared and
filed in the office where the election is to be held and shall,
during the usual hours of business, for said ten days, and during
the election, be open to the examination of any stockholder.
Section 10. The Board of Directors may, before any meeting of
stockholders for the election of directors, appoint two inspectors
of election to serve at such election. If they fail to make such
an appointment or if their appointees, or either of them, fail to
appear at such meeting, the Chairman of the meeting may appoint
inspectors or any inspector of election to act at that election.
Section 11. Certificates of stock shall be of such form and
device as the Board of Directors may elect and shall be signed by
the Chairman of the Board of Directors, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, but where any such certificate
is signed by a transfer agent or an assistant transfer agent or
transfer clerk acting on behalf of the Corporation or by a
registrar, the signatures of any such officers of the Corporation
may be facsimiles, engraved or printed.
Section 12. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation by
the holders in person, or by attorney, on the surrender of the
certificates therefor. The Board of Directors may appoint one or
more transfer agents and registrars of the stock.
Section 13. The Board of Directors shall have the power to
close the stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect or for
a period of not exceeding fifty days in connection with obtaining
the consents of stockholders for any purpose. In lieu of closing
the stock transfer books as aforesaid, the Board of Directors is
hereby authorized to fix in advance a date, not exceeding fifty
(50) days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the date for the allotment
of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of and to vote at, any such
meeting and adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such
case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date.
Section 14. The number of directors of the Corporation shall
be sixteen (16).
Section 15. Meetings of the Board of Directors shall be held
at times fixed by resolutions of the Board or upon call of the
Chairman of the Board, the President, the Executive Vice President
or any two directors and may be held outside of the State of
Delaware. The Secretary or officer performing his duties shall
give reasonable notice (which shall not be less than two (2) days)
of all meetings of directors, provided that a meeting may be held
without notice immediately after the annual election, and notice
need not be given of regular meetings held at times fixed by
resolution of the Board. Meetings may be held at any time without
notice if all the directors are present or if those not present
waive notice either before or after the meeting. Notice by mail or
telegraph to the usual business or residence address of the
directors not less than the time above specified before the meeting
shall be sufficient. One-third of the directors shall constitute
a quorum.
Section 16. The Board of Directors shall have power to
authorize the payment of compensation to the directors for services
to the Corporation, including fees for attendance at meetings of
the Board of Directors, of the Executive Committee and of other
committees and to determine the amount of such compensation and
fees.
Section 16-A. (a) The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of
the fact that he 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 expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that he 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 expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper.
(c) To the extent that a director, officer,
employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(d) Any indemnification under subsections (a)
and (b) (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in these By-laws.
(f) The indemnification and advancement of
expenses provided by this Section 16-A of the By-laws shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any other by-law, 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, and
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) The Corporation shall have power to
purchase and maintain insurance on behalf of 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
asserted against him and incurred by him in any such capacity, or
arising out of his status as such whether or not the Corporation
would have the power to indemnify him against such liability under
the provisions of these By-laws.
(h) Any amendment to this Section 16-A shall
not apply to any liability of a director, officer, employee or
agent arising out of a transaction or omission occurring prior to
the adoption of such amendment, but any such liability based on a
transaction or omission occurring prior to the adoption of such
amendment shall be governed by Section 16-A of the By-laws, as in
effect at the time of such transaction or omission.
Section 17. The Board of Directors, as soon as may be
practicable after the election of directors in each year, shall:
(i) appoint one of their number as Chairman of the Board, (ii)
appoint one or more of their number as President, each of whom
shall also act as the President of one of the Corporation's
operating areas, and (iii) appoint one or more Vice Presidents and
a Secretary and may appoint from time to time such other officers,
including a Treasurer, as they may deem proper. The Chairman of
the Board shall be the presiding officer of the Corporation and
shall preside at meetings of the Board of Directors and of the
shareholders. He shall have such other powers and duties as may
from time to time be conferred upon him by the Board of Directors.
Section 18. The Chairman of the Board shall preside at all
meetings of the Boar and of the Stockholders and shall have such
powers and duties as the Board may assign to him. The President
shall be the Chief Executive Officer of the Corporation and, in the
absence of the Chairman of the Board, shall preside at all meetings
of the Board and stockholders. The President shall be the officer
of the Corporation who has general and active responsibility for
the management of the business of the Corporation, and shall be
responsible for implementing all orders and resolutions of the
Board of Directors. The President shall have such other powers and
duties as presidents of corporations usually have or as the Board
assigns to him. The other officers of the Corporation shall have
such powers and duties as usually pertain to their offices, except
as modified by the Board of Directors, and shall also have such
powers and duties as may from time to time be conferred upon them
by the Board of Directors.
Section 19. The term of office of all officers shall be until
the next election of directors and until their respective
successors are chosen and qualified, or until they shall die or
resign, but any officer may be removed from office, without cause,
at any time by the Board of Directors. Vacancies in any office may
be filled by the Board at any meeting.
Section 20. The Board of Directors may establish an Executive
Committee, a Finance Committee and such other committees of the
Board as it may determine, and delegate to said committees such
powers and duties as it may determine by resolution of the Board to
the extent provided in the General Corporation Law of the State of
Delaware.
Section 21. The Board of Directors may select such
depositaries as they shall deem proper for the funds of the
Corporation. All checks and drafts against such deposited funds
shall be signed and countersigned by persons to be specified by the
Board of Directors.
Section 22. The corporate seal of the Corporation shall be in
such form as the Board of Directors shall prescribe.
Section 23. Either the Board of Directors or the stockholders
may alter or amend these By-laws at any meeting duly held as above
provided, the notice of which includes notice of the proposed
alteration or amendment.