Form 10-K 1995 Stone & Webster, Incorporated
Exhibit (3) (ii)
B Y - L A W S
OF
STONE & WEBSTER, INCORPORATED
AS AMENDED EFFECTIVE
FEBRUARY 12, 1996
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Form 10-K 1995 Stone & Webster, Incorporated
BY - LAWS
OF
STONE & WEBSTER,
INCORPORATED
_________________
ARTICLE I
Name
The name of the corporation (hereinafter referred to as
this Corporation) is Stone & Webster, Incorporated.
ARTICLE II
Stockholders' Meetings
Meetings of the stockholders may be held in such
locations within or without the State of Delaware as shall be designated
by the Board of Directors or set forth in the notice of such meeting.
ARTICLE III
Annual Stockholders' Meeting
The Annual Meeting of the stockholders of this
Corporation shall be held at the time set forth in the notice of such
meeting on the second Thursday in May in each year if not a legal
holiday, and if a legal holiday, then at the time set forth in said
notice on the next succeeding Thursday not a legal holiday. In the event
that such Annual Meeting is omitted by oversight or otherwise on the
date herein provided for, the Directors shall cause a meeting in lieu
thereof to be held as soon thereafter as conveniently may be, and any
business transacted or elections held at such meeting shall be as valid
as if transacted or held at the Annual Meeting. Such subsequent meeting
shall be called in the same manner as provided for Special Stockholders'
Meetings.
ARTICLE IV
Special Stockholders' Meetings
Special Meetings of the stockholders of this Corporation
shall be held whenever called in the manner required by law for purposes
as to which there are special statutory provisions and for other
purposes whenever called by the Chairman of the Board of Directors or by
the President or by the Chairman of the Executive Committee or by vote
of the Board of Directors.
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ARTICLE V
Notice of Stockholders' Meetings
Notice of all stockholders' meetings stating the time and place,
and, in the case of Special Meetings, the objects for which such meetings are
called, shall be given by the Chairman of the Board of Directors or the
President or the Chairman of the Executive Committee or a Vice-President or
the Secretary or an Assistant Secretary, by mail, to each stockholder of
record having voting power in respect of the businesss to be transacted
thereat, at his or her registered address at least ten (10) days prior to the
date of the meeting, and the person giving such notice shall make affidavit in
relation thereto.
Any meeting at which all stockholders having voting power in
respect of the business to be transacted thereat are present, either in
person, or by proxy, or of which those not present shall at any time waive
or have waived notice in writing, shall be a legal meeting for the
transaction of business, notwithstanding that notice has not been given as
hereinbefore provided.
ARTICLE VI
Waiver of Notices
Whenever any notice whatever is required to be given by these
By-laws, or the Restated Certificate of Incorporation of this Corporation, or
any of the laws of the State of Delaware, 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.
ARTICLE VII
Quorum at Stockholders' Meetings
At any meeting of the stockholders, a majority in interest of all
the capital stock issued and outstanding and entitled to vote, represented by
such stockholders of record in person or by proxy, shall constitute a quorum,
but a less interest may adjourn any meeting from time to time and the meeting
may be held as adjourned without further notice. When a quorum is present at
any meeting, a majority in interest of the stock entitled to vote represented
thereat shall decide any question brought before such meeting, unless the
question is one upon which by express provision of law or of the Restated
Certificate of Incorporation or of these By-laws a larger or different vote is
required, in which case such express provision shall govern and control the
decision of such question.
ARTICLE VIII
Proxy and Voting
Stockholders of record entitled to vote may vote at any meeting
either in person or by proxy in writing, which shall be filed with the
Secretary of the meeting before being voted. Such proxies shall entitle the
holders thereof to vote at any adjournment of such meeting, but shall not be
valid after the final adjournment thereof. Stockholders entitled to vote may
also be represented by a general power of attorney produced at any meeting
until
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Form 10-K 1995 Stone & Webster, Incorporated
it is revoked. No proxy or power of attorney shall be voted on after three
years from its date, unless said proxy or power of attorney provides for a
longer period.
ARTICLE IX
Board of Directors
A Board of Directors shall be elected by ballot at the
Annual Meeting of the stockholders or at any meeting held in place
thereof as hereinbefore provided. No director shall be elected by
stockholders except by the vote of a majority of all votes entitled to
be cast in such election by all of the outstanding shares of all classes
of capital stock of the Corporation. The number of Directors of this
Corporation shall be eleven (11), but the number may be increased or
decreased at any time by amendment of these By-laws adopted by vote of
two-thirds of all of the Directors of this Corporation at the time in
office or by vote of at least two-thirds of the votes at the time
entitled to be cast generally in the election of directors by all of the
outstanding shares of all classes of capital stock of the Corporation,
provided that the number of Directors shall always be not less than
three. Directors need not be stockholders of this Corporation.
The Directors of the Corporation shall be divided into
three classes with the number of Directors fixed by or in accordance
with the By-laws divided equally so far as possible among the three
classes. Except as otherwise provided in Article XXIII, following
adoption of this By-law provision,
(a) one-third of the number of Directors shall be
elected to serve until the 1973 Annual Meeting of
the stockholders,
(b) one-third of the number of Directors shall be
elected to serve until the 1974 Annual Meeting of
the stockholders,
(c) one-third of the number of Directors shall be
elected to serve until the 1975 Annual Meeting of
the stockholders,
and until their successors are duly elected and qualified. At each
annual election after the 1972 election, the successors to the Directors
of each class whose term shall expire in that year shall be elected to
hold office for a term of three years from the date of their election
and until their successors are duly elected and qualified. In case of
any increase in the number of Directors, the additional Directors shall
be distributed among the several classes as nearly equally as possible.
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ARTICLE X
Chairman of the Board of Directors
A Chairman of the Board of Directors may be appointed by
the Board of Directors from among its members at the first meeting after
the Annual Meeting of the stockholders or at any other meeting of the
Board of Directors, and a meeting may be held without notice for this
purpose immediately after the Annual Meeting of the stockholders and at
the same place.
The Chairman of the Board of Directors shall preside at
the meetings of the Board of Directors and may call meetings of the
Board of Directors and of any committee thereof whenever he deems it
necessary, and he shall call to order and act as chairman of all
meetings of the stockholders of this Corporation. In addition, he shall
have such other powers and duties as the Board of Directors shall
designate from time to time.
ARTICLE XI
Power of Directors
The Board of Directors shall have the entire management
of the business of this Corporation. In the management and control of
the property, business and affairs of this Corporation, the Board of
Directors is hereby vested with all the powers possessed by this
Corporation itself, so far as this delegation of authority is not
inconsistent with the laws of the State of Delaware, with the Restated
Certificate of Incorporation of this Corporation, or with these By-laws.
The Board of Directors shall have authority from time to time to set
apart out of any assets of this Corporation otherwise available for
dividends a reserve or reserves as working capital or for any other
proper purpose or purposes, and to abolish or add to any such reserve or
reserves from time to time as the Board may deem to be in the interests
of this Corporation and the Board shall likewise have power to determine
in its discretion what part of the assets of this Corporation available
for dividends in excess of such reserve or reserves shall be declared in
dividends and paid to the stockholders of this Corporation.
ARTICLE XII
Executive and Other Committees
The Board of Directors may designate by resolution
passed by a majority of the whole Board two or more of its number who
shall constitute an Executive Committee, which Committee shall, when the
Board of Directors is not in session, have and may, subject to any
limitation imposed by the laws of the State of Delaware, exercise any or
all of the powers of the Board of Directors in the management of the
business and affairs of this Corporation, and have power to authorize
the seal of this Corporation to be affixed to all papers which may
require it. A Chairman of the Executive Committee (who shall preside at
the meetings of the Executive Committee, may call meetings thereof
whenever he deems it necessary and shall have such other powers and
duties as the Board of Directors shall designate from time to time)
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shall be appointed by the Board of Directors at the time it designates
members of the Executive Committee. The Secretary of this Corporation,
or, in his absence, an Assistant Secretary or any other person
designated by the Committee, shall act as Secretary of the Committee.
The Executive Committee, except as otherwise herein provided, shall fix
its own rules of procedure and shall keep a record of its acts and
proceedings and report the same from time to time to the Board of
Directors. Any vacancy in the Executive Committee shall be filled by
the vote of the majority of the whole Board of Directors. The Board of
Directors may appoint one or more of its members as ex-officio members
of the Executive Committee, who shall have the privilege of attending
meetings of the Executive Committee, but who shall not be entitled to
vote upon any matters brought before the Executive Committee and shall
not be counted as a member of the Executive Committee for the purpose of
determining the number necessary to constitute a quorum, or for the
purpose of determining whether a quorum is present. Notice of meetings
to ex-officio members shall not be deemed to be required under law, the
Restated Certificate of Incorporation or these By-laws.
The Board of Directors likewise may appoint from their
number or from the stockholders other committees from time to time, the
number (not less than two) composing such committees and the powers
conferred upon the same to be determined by a vote of the Board of
Directors.
ARTICLE XIII
Directors' Meetings
Regular Meetings of the Board of Directors shall be held
at such places within or without the State of Delaware and at such times
as the Board by vote may determine from time to time, and if so
determined no notice thereof need be given. Special Meetings of the
Board of Directors may be held at any time or place either within or
without the State of Delaware, whenever called by the Chairman of the
Board of Directors, the President, the Chairman of the Executive
Committee, a Vice-President, the Secretary, an Assistant Secretary or
three or more Directors, notice thereof being given to each Director by
the Secretary or an Assistant Secretary or officer calling the meeting,
or at any time or place without formal notice, provided all the
Directors are present or waive notice thereof as provided in Article VI
hereof. Notice of Special Meetings, stating the time and place thereof,
shall be given by mailing the same to each Director at his residence or
business address at least two days before the meeting, or by delivering
the same to him personally or telephoning or telegraphing the same to
him at his residence or business address at least one day before the
meeting, unless, in case of exigency, the Chairman of the Board of
Directors or the President or the Chairman of the Executive Committee or
in their absence the Secretary shall prescribe a shorter notice to be
given personally or by telephoning or telegraphing each Director at his
residence or business address. Such Special Meetings shall be held at
such times and places as the notice thereof or waiver shall specify.
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Form 10-K 1995 Stone & Webster, Incorporated
ARTICLE XIV
Quorum at Directors' Meetings
One-third of the number of Directors, but not less than
four members of the Board of Directors, shall constitute a quorum for
the transaction of business, but a less number may adjourn any meeting
from time to time and the meeting may be held as adjourned without
further notice. When a quorum is present at any meeting a majority of
the members present thereat shall decide any question brought before
such meeting, except as otherwise provided by law, by the Restated
Certificate of Incorporation or by these By-laws.
ARTICLE XV
Officers
The officers of this Corporation shall be a President,
one or more Vice-Presidents, a Secretary and a Treasurer. The officers
shall be elected by the Board of Directors at the first meeting after
the Annual Meeting of the stockholders, and a meeting may be held
without notice for this purpose immediately after the Annual Meeting of
the stockholders and at the same place.
ARTICLE XVI
Eligibility of Officers
The President may, but need not, be a stockholder but
shall be a Director of this Corporation. The Vice-Presidents,
Secretary, Treasurer and such other officers as may be elected or
appointed may, but need not, be stockholders or Directors of this
Corporation. Any person may hold more than one office provided the
duties thereof can be consistently performed by the same person,
provided, however, that no one person shall, at the same time, hold the
three offices of President or Vice-President and Secretary and
Treasurer.
ARTICLE XVII
Additional Officers and Agents
The Board of Directors, at its discretion, may appoint a
Corporate Controller, one or more Assistant Corporate Controllers, one
or more Assistant Treasurers, and one or more Assistant Secretaries, and
such other officers or agents as it may deem advisable, and prescribe
the duties thereof.
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Form 10-K 1995 Stone & Webster, Incorporated
ARTICLE XVIII
President
The President shall be the chief executive officer of
this Corporation, and, as such, shall have supervision of its policies,
business, and affairs, and such other powers and duties as are commonly
incident to the office of chief executive officer. The President also
shall have such powers and duties as are commonly incident to the office
of president. He shall also have such other powers and duties as the
Board of Directors shall designate from time to time. He may call
meetings of the Board of Directors and of any committee thereof whenever
he deems it necessary. The President, unless some other person is
thereunto specifically authorized by vote of the Board of Directors,
shall have power to sign all certificates of stock, bonds, deeds and
contracts of this Corporation.
ARTICLE XIX
Vice-Presidents
The Vice-Presidents shall each possess such powers and
perform such duties, in addition to those expressly provided herein, as
the Board of Directors may from time to time determine.
ARTICLE XX
Secretary
The Secretary shall keep accurate minutes of all
meetings of the stockholders, the Board of Directors and the Executive
Committee, respectively, shall perform all the duties commonly incident
to his office, and shall perform such other duties and have such other
powers as the Board of Directors shall designate from time to time. The
Secretary shall have power, together with the President or a Vice-
President, to sign certificates of stock of this Corporation. In his
absence at any meeting an Assistant Secretary or a Secretary Pro Tempore
shall perform his duties thereat. The Secretary, any Assistant
Secretary and any Secretary Pro Tempore shall be sworn to the faithful
discharge of their duties.
ARTICLE XXI
Treasurer
The Treasurer, subject to the order of the Board of
Directors, shall have the care and custody of the moneys, funds,
valuable papers and documents of this Corporation (other than his own
bond which shall be in the custody of the President) and shall have and
exercise, under the supervision of the Board of Directors, all the
powers and duties commonly incident to his office, and shall, if
required by the Board of Directors, give bond in such form and with such
sureties as it may require. He shall deposit all funds of this
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Form 10-K 1995 Stone & Webster, Incorporated
Corporation in such bank or banks, trust company or trust companies or
with such firm or firms doing a banking business, as the Directors shall
designate and shall have power to borrow from time to time at his
discretion moneys for the corporate needs of this Corporation and cause
to be issued as evidence thereof notes of this Corporation. He may
endorse for deposit or collection all checks, notes, et cetera, payable
to this Corporation or to its order, may accept drafts on behalf of this
Corporation, and, together with the President or a Vice-President, may
sign certificates of stock. All the property in his possession, shall
be subject at all times to the inspection and control of the Board of
Directors. The Treasurer shall be subject in every way to the order of
the Board of Directors.
All checks, drafts, notes, bonds, or other obligations
for the payment of money shall be signed by the Treasurer and/or such
other officer or officers, agent or agents, as the Board of Directors
shall by resolution direct. The Board of Directors may, in its
discretion, also provide by resolution for countersignature or
registration of checks, drafts, notes and/or bonds of this Corporation.
Checks for the total amount of any pay roll may be drawn in accordance
with the foregoing provisions and deposited in a special fund. Checks
upon this fund may be drawn by such person as the Treasurer shall
designate and need not be countersigned.
ARTICLE
Corporate Controller
The Corporate Controller shall keep accurate books of
account of this Corporation's transactions which shall be the property
of this Corporation, subject at all times to the inspection and control
of the Board of Directors, shall perform all the duties commonly
incident to the office, and shall perform such other duties and have
such other powers as the Board of Directors shall designate from time to
time.
ARTICLE XXIII
Resignations and Removals
Any Director, officer or agent of this Corporation may
resign at any time by giving written notice to the Board of Directors or
to any elected officer of this Corporation and any member of any
committee may resign by giving written notice either as aforesaid or to
the committee of which he is a member or the chairman thereof. Any such
resignation shall take effect at the time specified therein or, if the
time be not specified, upon receipt thereof; and, unless otherwise
specified therein, the acceptance of such resignation shall not be
necessary to make it effective.
Any Director may be removed from office, but only for
cause, at a meeting called for the purpose and by the affirmative
approval of holders of shares of capital stock of the Corporation
entitled to cast at least a majority of the votes at the time entitled
to be cast generally in the election of directors by all of the
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Form 10-K 1995 Stone & Webster, Incorporated
outstanding shares of all classes of capital stock of the Corporation,
considered for the purposes of this paragraph of this Article as one
class; provided, however, that if the Board of Directors, by vote of
two-thirds of all the Directors then in office, shall have recommended
removal of a Director, then stockholders may remove such Director from
office by the foregoing procedure without cause. If any Director shall
be removed pursuant to this paragraph of this Article, then the
stockholders of the Corporation may, at the meeting at which such
removal is effected, elect his successor.
The Board of Directors, by vote of not less than a
majority of all the Directors of the Corporation at the time in office,
may remove from office any officer, agent or member of any committee,
elected or appointed by it.
ARTICLE XXIV
Vacancies
If the office of any Director, one or more, becomes
vacant by reason of death, resignation, removal, disqualification or
otherwise, then (except where such vacancy results from removal and is
filled by the stockholders as provided in the Restated Certificate of
Incorporation) the Directors at the time in office may, by vote of a
majority of the Directors then in office, elect a successor or
successors who shall hold office for the unexpired term, and even if
there be less than a quorum of the Directors at the time in office, said
Directors may by a majority vote elect a successor or successors who
shall hold office for the unexpired term. Vacancies in the Board of
Directors may be filled for an unexpired term by the stockholders having
voting power at a meeting of the stockholders called for that purpose,
by the vote required in Article IX hereof, unless such vacancy shall
have been filled by the Directors in the manner provided in this
Article. Vacancies resulting from an increase in the number of
Directors shall be deemed to be vacancies to be filled in the manner
provided in this Article.
If the office of any officer or agent, one or more,
becomes vacant for any of the aforesaid reasons, the successor or
successors shall be elected or appointed by the Board of Directors.
This Article may not be amended or repealed except by
the affirmative approval of holders of shares of capital stock of the
Corporation entitled to cast at least two-thirds of the votes at the
time entitled to be cast generally in the election of directors by all
of the outstanding shares of all classes of capital stock of the
Corporation, considered for the purposes of this Article as one class,
or by resolution adopted by a vote of two-thirds of all the Directors of
the Corporation at the time in office.
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Form 10-K 1995 Stone & Webster, Incorporated
ARTICLE XXV
Capital Stock
The maximum amount of capital stock shall be as fixed in
the Restated Certificate of Incorporation or in any lawful amendments
thereto from time to time.
ARTICLE XXVI
Certificates of Stock
Every stockholder shall be entitled to a certificate or
certificates of the capital stock of this Corporation in such form as
may be prescribed by the Board of Directors, duly numbered and setting
forth the number and kind of shares. Such certificates shall be signed
by the President or a Vice-President and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary. The
Board of Directors may also appoint one or more Transfer Agents and/or
Registrars for its stock of any class or classes and may require stock
certificates to be countersigned by one or more of them. If
certificates of capital stock of this Corporation are manually signed by
the Registrar, the signatures thereon of the Transfer Agent and of the
President or a Vice-President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, of this
Corporation, may be facsimiles, engraved or printed. Any provisions of
these By-laws with reference to the signing of stock certificates shall
include in cases above permitted, such facsimile signatures. In case
any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates, shall cease to be such officer or officers of this
Corporation, whether because of death, resignation or otherwise, before
such certificate or certificates shall have been delivered by this
Corporation, such certificate or certificates may nevertheless be
adopted by the Board of Directors of this Corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signature or signatures shall have been
used thereon had not ceased to be such officer or officers of this
Corporation.
ARTICLE XXVII
Transfer of Stock
Shares of stock may be transferred by delivery of the
certificate accompanied either by an assignment in writing on the back
of the certificate or by a written power of attorney to sell, assign and
transfer the same on the books of this Corporation, signed by the person
appearing by the certificate to be the owner of the shares represented
thereby, and shall be transferable on the books of this Corporation upon
surrender thereof so assigned or endorsed. The person registered on the
books of this Corporation as the owner of any shares of stock shall
exclusively be entitled as the owner of such shares to receive dividends
and to vote as such owner, in respect thereof. It shall be the duty of
every stockholder to notify this Corporation of his post office address.
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Form 10-K 1995 Stone & Webster, Incorporated
ARTICLE XXVIII
Transfer Books
The Board of Directors shall have power to close the
stock transfer books of this Corporation for a period not exceeding
sixty (60) 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; provided, however, that in lieu of closing the
stock transfer books as aforesaid, the Board of Directors may fix in
advance a date, not exceeding sixty (60) 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, as a
record date for the determination of the stockholders entitled to notice
of, and to vote at, any such meeting and any 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, and in such case 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, as the
case may be, notwithstanding any transfer of any stock on the books of
this Corporation after any such record date fixed as aforesaid. Except
where the transfer books of the Corporation shall have been closed or a
date shall have been fixed as a record date for the determination of the
stockholders entitled to vote, as hereinbefore provided, no share of
stock shall be voted on at any election for Directors which shall have
been transferred on the books of the Corporation within twenty (20) days
next preceding such election of Directors.
ARTICLE XXIX
Loss of Certificates
In case of the loss, mutilation or destruction of a
certificate of stock, a duplicate certificate may be issued upon such terms
as the Board of Directors shall prescribe.
ARTICLE XXX
Seal
The seal of this Corporation shall consist of a flatfaced
circular die with the words and figures "Stone & Webster, Incorporated
Corporate Seal 1929 Delaware" cut or engraved thereon.
ARTICLE XXXI
Books and Records
Unless otherwise expressly required by the laws of
Delaware, the books and records of this Corporation may be kept outside
of the State of Delaware at such places as may be designated from time
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to time by the Board of Directors.
ARTICLE XXXII
Voting of Stock Held
Unless otherwise provided in the Restated Certificate of
Incorporation of this Corporation or by resolution of the Board of
Directors, the President may from time to time appoint an attorney or
attorneys or agent or agents of this Corporation, in the name and on
behalf of this Corporation to cast the votes which this Corporation may
be entitled to cast as a stockholder or otherwise in any other
corporation or association, any of whose stock or securities may be held
by this Corporation, at meetings of the holders of the stock or other
securities of such other corporations or associations, or to consent in
writing to any action by any such other corporation or association, and
may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent, and may execute or cause to
be executed on behalf of this Corporation and under its corporate seal,
or otherwise, such written proxies, consents, waivers or other
instruments as he may deem necessary or proper in the premises; or the
President, or his attorney or agent, may attend any meeting of the
holders of stock or other securities of any such other corporation or
association and thereat vote or exercise any or all other powers of this
Corporation as the holder of such stock or other securities of such
other corporation or association.
ARTICLE XXXIII
Amendments
Except as otherwise expressly provided in a By-law
adopted by the stockholders at the time having voting power, all By-laws
of this Corporation shall be subject to amendment or repeal, and new By-
laws may be adopted, either by the affirmative approval of holders of
shares of capital stock of the Corporation entitled to cast at least a
majority of the votes at the time entitled to be cast generally in the
election of directors by all of the outstanding shares of all classes of
capital stock of the Corporation, considered for the purposes of this
Article as one class, given at an Annual Meeting or at any Special
Meeting, provided notice of the proposed amendment or repeal or of the
proposed new By-laws be included in the notice of such meeting, or by
the affirmative vote of a majority of all of the Directors of the
Corporation at the time in office given at a regular or special meeting
of the Board of Directors, provided notice of the proposed amendment or
repeal or of the proposed new By-laws be included in the notice of such
meeting or waiver thereof or all of the Directors at the time in office
be present at such meeting. Except as aforesaid, By-laws made or
amended by the stockholders or by the Board of Directors shall be
subject to amendment or repeal by the stockholders entitled to vote or
by the Board of Directors.
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