EXHIBIT 3.2
As Amended through April 30, 1996
Freeport-McMoRan Inc.
By-Laws
ARTICLE I
Name
The name of the corporation is Freeport-McMoRan Inc.
ARTICLE II
Offices
1. The location of the registered office of the corporation
in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle, and the name of its registered agent at
such address is The Corporation Trust Company.
2. The corporation shall in addition to its registered office
in the State of Delaware establish and maintain an office or offices at
such place or places as the Board of Directors may from time to time find
necessary or desirable.
ARTICLE III
Corporate Seal
The corporate seal of the corporation shall have inscribed
thereon the name of the corporation and the year of its creation (1980)
and the words "Incorporated Delaware". Such seal may be used by causing
it or a facsimile thereof to be impressed, affixed, printed or otherwise
reproduced.
ARTICLE IV
Meeting of Stockholders
1. All meetings of the stockholders shall be held at the
registered office of the corporation in the State of Delaware, or in such
other place as shall be determined, from time to time, by the Board of
Directors.
2. The first annual meeting of the stockholders shall be held
on Monday, April 19, 1982, at eleven o'clock in the forenoon, or on such
other date in that year or at such other time as may be determined by
resolution of the Board of Directors. In subsequent years the annual
meeting of the stockholders shall be held on the Monday immediately
preceding the third Tuesday of April at eleven o'clock in the forenoon,
or on such other day or at such other time as may be determined from time
to time by resolution of the Board of Directors. At each annual meeting
of the stockholders they shall elect by plurality vote, by written
ballot, a Board of Directors to hold office until the annual meeting of
the stockholders held next after their election and their successors are
respectively elected and qualified or until their earlier resignation or
removal. Any other proper business may be transacted at the annual
meeting.
3. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business, except as otherwise
expressly provided by statute, by the Certificate of Incorporation or by
these By-Laws. If, however, such majority shall not be present or
represented at any meeting of the stockholders, the stockholders entitled
to vote thereat, present in person or by proxy, shall have power to
adjourn the meeting from time to time, without notice other than
announcement at the meeting (except as otherwise provided by statute),
until the requisite amount of voting stock shall be present. At such
adjourned meeting at which the requisite amount of voting stock shall be
represented any business may be transacted which might have been
transacted at the meeting as originally notified.
4. At all meetings of the stockholders each stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless
such instrument provides for a longer period. All proxies shall be filed
with the secretary of the meeting before being voted.
5. At each meeting of the stockholders each stockholder shall
have one vote for each share of stock having voting power, registered in
his name on the books of the corporation at the record date fixed in
accordance with these By-Laws, or otherwise determined, with respect to
such meeting. Except as otherwise expressly provided by statute, by the
Certificate of Incorporation or by these By-Laws, all matters coming
before any meeting of the stockholders shall be decided by the vote of a
majority of the number of shares of stock present in person or
represented by proxy at such meeting and entitled to vote thereat, a
quorum being present.
6. Notice of each meeting of the stockholders shall be mailed
to each stockholder entitled to vote thereat not less than 10 nor more
than 60 days before the date of the meeting. Such notice shall state the
place, date and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called.
7. Subject to such rights to call special meetings of
stockholders under specified circumstances as may be granted to holders
of any shares of the Preferred Stock pursuant to the provisions of
Article Fourth of the Certificate of Incorporation, special meetings of
the stockholders may be called only by the Chairman of the Board or the
President of the corporation, or at the request in writing or by vote of
a majority of the Board of Directors, and not by any other persons. Any
request for a special meeting made by the Board of Directors shall state
the purpose or purposes of the proposed meeting.
8. Business transacted at each special meeting shall be
confined to the purpose or purposes stated in the notice of such meeting.
9. The order of business at each meeting of the stockholders
shall be determined by the chairman at such meeting.
10. At an annual meeting of the stockholders, only such
business shall be conducted as shall have been brought before the meeting
(a) by or at the direction of the Board of Directors or (b) by any
stockholder of the corporation who complies with the notice procedures
set forth in this Section 10. 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 60 days nor more than 90 days prior to the meeting; provided,
however, that in the event that less than 70 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 received not later than
the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed or such public
disclosure was made. A stockholder's notice to the Secretary shall set
forth as to each matter the stockholder proposes to bring before the
annual meeting (a) 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, (b) the name and address, as they appear
on the corporation's books, of the stockholder proposing such business,
(c) the class and number of shares of the corporation which are
beneficially owned by the stockholder and (d) any material interest of
the stockholder in such business. Notwithstanding anything in the By-
Laws to the contrary, no business shall be conducted at an annual meeting
except in accordance with the procedures set forth in this Section 10.
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 and in accordance with the provisions of the By-Laws, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing provisions of this Section 10, a
stockholder seeking to have a proposal included in the corporation's
proxy statement shall comply with the requirements of Regulation 14A
under the Security Exchange Act of 1934, as amended (including, but not
limited to, Rule 14a-8 or its successor provision).
11. Only persons who are nominated in accordance with the
procedures set forth in the By-Laws shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors
of the corporation may be made at a meeting of stockholders (a) by or at
the direction of the Board of Directors or (b) 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 11.
Such nominations, other than those made by or at the direction of the
Board of Directors, shall be made pursuant to timely notice in writing to
the Secretary of the corporation. To be timely, a stockholder's notice
shall be delivered to or mailed and received at the principal executive
offices of the corporation not less than 60 days nor more than 90 days
prior to the meeting; provided, however, that in the event that less than
70 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 10th day
following the day on which such notice of the date of the meeting or such
public disclosure was made. Such stockholder's notice shall set forth
(a) as to each person whom the stockholder proposed to nominate for
election or reelection as a director all information relating to such
person that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended
(including such person's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); and (b)
as to the stockholder giving the notice (i) the name and address, as they
appear on the corporation's books, of such stockholder and (ii) the class
and number of shares of the corporation which are beneficially owned by
such stockholder. At the request of the Board of directors any person
nominated by the Board of Directors for election as a director shall
furnish to the Secretary of the corporation that information required to
be set forth in a stockholder's notice of nomination which pertains to
the nominee. No person shall be eligible for election as a director of
the corporation unless nominated in accordance with the procedures set
forth in the By-Laws. 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 procedures prescribed by the By-Laws, and if
he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.
12. Any action required or permitted to be taken by the
stockholders of the corporation must be effected at a duly called annual
or special meeting of such holders and may not be effected by any consent
in writing by such holders.
ARTICLE V
Directors
1. The business and affairs of the corporation shall be
managed under the direction of a Board of Directors which may exercise
all such powers and authority for and on behalf of the corporation as
shall be permitted by law, the Certificate of Incorporation or these By-
Laws.
2. The directors may hold their meetings and have one or more
offices, and, subject to the laws of the State of Delaware, keep the
stock ledger and other books and records of the corporation, outside said
State, at such place or places as they may from time to time determine.
3. Subject to such rights to elect additional directors under
specified circumstances as may be granted to holders of any shares of the
Preferred Stock pursuant to the provisions of Article Fourth of the
Certificate of Incorporation, the number of directors of the corporation
shall be fixed from time to time by the Board of Directors but shall not
be less than three. The directors, other those who may be elected by the
holders of any class or series of Preferred Stock, shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as possible, as determined by the
Board of Directors, one class to hold office initially for a term
expiring at the annual meeting of stockholders to be held in 1987,
another class to hold office initially for a term expiring at the annual
meeting of stockholders to be held in 1988, and another class to hold
office initially for a term expiring at the annual meeting of
stockholders to be held in 1989, with the members of each class to hold
office until their successors are elected and qualified. At each annual
meeting of stockholders, the successors of the class of directors whose
term expires at that meeting shall be elected to hold office for a term
expiring at the annual meeting of stockholders held in the third year
following the year of their election.
4. Subject to such rights to elect directors under specified
circumstances as may be granted to holders of any shares of the Preferred
Stock pursuant to the provisions of Article Fourth of the Certificate of
Incorporation, newly created directorships resulting from any increase in
the number of directors and any vacancies on the Board of Directors
resulting from death, resignation, disqualification, removal or other
reason shall be filled solely by the affirmative vote of a majority of
the remaining directors then in office, even though less than a quorum of
the Board of Directors. Any director elected in accordance with the
preceding sentence shall hold office for the remainder of the full term
of the class of directors in which the new directorship was created or
the vacancy occurred and until such director's successor shall have been
elected and qualified. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.
5. Any director may resign at any time by giving written
notice of his resignation to the Board of Directors, the Chairman of the
Board or the President. Any such resignation shall take effect upon
receipt thereof by the Board, the Chairman of the Board or the President,
as the case may be, or at such later date as may be specified therein.
Any such notice to the Board shall be addressed to it in care of the
Secretary.
ARTICLE VI
Committees of Directors
By resolutions adopted by a majority of the whole Board of
Directors, the Board may designate an Executive Committee, an Audit
Committee, a Corporate Personnel Committee, a Nominating Committee and a
Public Policy Committee, and may designate one or more other committees,
each such committee to consist of one or more directors of the
corporation. The Executive Committee shall have and may exercise all the
powers and authority of the Board in the management of the business and
affairs of the corporation (except as otherwise expressly limited by
statute) and may authorize the seal of the corporation to be affixed to
all papers which may require it. The Audit Committee, the Corporate
Personnel Committee, the Nominating Committee, the Public Policy
Committee and each such other committee shall have such of the powers and
authority of the Board as may be provided from time to time in
resolutions adopted by a majority of the whole Board. Each committee
shall report its proceedings to the Board when required.
ARTICLE VII
Compensation of Directors
The directors shall receive such compensation for their
services as may be authorized by resolution of the Board of Directors,
which compensation may include an annual fee and a fixed sum and expenses
for attendance at regular or special meetings of the Board or any
committee thereof. Nothing herein contained shall be construed to
preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
ARTICLE VIII
Meetings of Directors; Action Without a Meeting
1. Regular meetings of the Board of Directors may be held
without notice at such time and place, either within or without the State
of Delaware, as may be determined from time to time by resolution of the
Board.
2. Special meetings of the Board of Directors may be called
by the Chairman of the Board or by the President on at least 24 hours'
notice to each director, and shall be called by the President or by
Secretary on like notice on the request in writing of any director.
Except as may be otherwise specifically provided by statute, by the
Certificate of Incorporation or by these By-Laws, the purpose or purposes
of any such special meeting need not be stated in such notice.
3. At all meetings of the Board of Directors the presence of
a majority of the total number of directors shall be necessary and
sufficient to constitute a quorum for the transaction of business, and,
except as otherwise provided by statute, by the Certificate of
Incorporation or by these By-Laws, if a quorum shall be present the act
of a majority of the directors present shall be the act of the Board.
4. 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 the members of the Board or such
committee, as the case may be, consent thereto in writing and the writing
or writings are filed with the minutes of proceedings of the Board or
committee. Any director may participate in a meeting of the Board, or of
any committee designated by the Board, by means of a conference telephone
or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this sentence shall constitute presence in person at
such meeting.
ARTICLE IX
Officers
1. The officers of the corporation shall be chosen by the
Board of Directors and shall be a Chairman of the Board, a President, one
or more Vice Presidents, a Secretary, and a Treasurer. The Board of
Directors may also choose a Vice Chairman of the Board, one or more
Executive Vice Presidents, one or more Senior Vice Presidents, a General
Counsel, one or more Assistant Vice Presidents, a Controller and one or
more Assistant Secretaries, Assistant Treasurers or Assistant
Controllers, and such other officers as it shall deem necessary who shall
hold their offices for such terms and shall exercise such powers and
perform such duties as shall be prescribed from time to time by the Board
or by the Chairman of the Board. Any number of offices may be held by
the same person.
2. Annually, the Board of Directors shall choose a Chairman
of the Board from among the directors, and shall choose the remaining
officers who need not be members of the Board except in the event they
choose a Vice Chairman of the Board.
3. The salaries of all officers of the corporation shall be
fixed by the Board of Directors, or in such manner as the Board may
prescribe.
4. The officers of the corporation shall hold office until
their successors are respectively chosen and qualified, except that any
officer may at any time resign or be removed by the Board of Directors.
If the office of any officer becomes vacant for any reason, the vacancy
may be filled by the Board.
5. Any officer may resign at any time by giving written
notice of his resignation to the Board of Directors, the Chairman of the
Board, the Vice Chairman of the Board or the President. Any such
resignation shall take effect upon receipt thereof by the Board, the
Chairman of the Board, the Vice Chairman of the Board or the President,
as the case may be, or at such later date as may be specified therein.
Any such notice to the Board shall be addressed to it in care of the
Secretary.
ARTICLE X
Chairman of the Board
The Chairman of the Board shall preside at meetings of the
stockholders and at meetings of the Board of Directors. He shall have
the powers and duties usually and customarily associated with the office
of Chairman of the Board and shall have such other powers and duties as
may be delegated to him by the Board of Directors.
ARTICLE XI
President
The President shall be the Chief Executive Officer of the
corporation. Subject to the supervision and direction of the Board of
Directors, he shall be responsible for managing the affairs of the
corporation. He shall have supervision and direction of all the other
officers of the corporation and shall have the powers and duties usually
and customarily associated with the Office of the President and the
position of the Chief Executive Officer. He shall have such other powers
and duties as may be delegated to him by the Chairman of the Board.
ARTICLE XII
Vice Chairman of the Board,
Executive Vice Presidents,
Senior Vice Presidents,
Vice Presidents and
Assistant Vice Presidents
The Vice Chairman of the Board, Executive Vice Presidents,
Senior Vice Presidents, Vice Presidents and Assistant Vice Presidents
shall have such powers and duties as may be delegated to them by the
Board of Directors or the Chairman of the Board.
ARTICLE XIII
General Counsel, Secretary and Assistant Secretaries
1. The General Counsel shall have the powers and duties
usually and customarily associated with the position of General Counsel.
He shall have such other powers and duties as may be delegated to him by
the Chairman of the Board.
2. The Secretary shall attend all meetings of the Board of
Directors and of the stockholders, and shall record the minutes of all
proceedings in a book to be kept for that purpose. He shall perform like
duties for the committees of the Board when required.
3. The Secretary shall give, or cause to be given, notice of
meetings of the stockholders, of the Board of Directors and of the
committees of the Board. He shall keep in safe custody the seal of the
corporation, and where authorized by the Chairman of the Board, the
President, a Senior Vice President or a Vice President, shall affix the
same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary.
He shall have such other powers and duties as may be delegated to him by
the Chairman of the Board.
4. The Assistant Secretaries shall, in case of the absence of
the Secretary, perform the duties and exercise the powers of the
Secretary, and shall have such other powers and duties as may be
delegated to them by the Chairman of the Board.
ARTICLE XIV
Treasurer and Assistant Treasurers
1. The Treasurer shall have the custody of the corporate
funds and securities, and shall deposit or cause to be deposited under
his direction all moneys and other valuable effects in the name and to
the credit of the corporation in such depositories as may be designated
by the Board of Directors or pursuant to authority granted by it. He
shall render to the President and the Board whenever they may require it
an account of all his transactions as Treasurer and of the financial
condition of the corporation. He shall have such other powers and duties
as may be delegated to him by the Chairman of the Board.
2. The Assistant Treasurers shall, in case of the absence of
the Treasurer, perform the duties and exercise the powers of the
Treasurer, and shall have such other powers and duties as may be
delegated to them by the Chairman of the Board.
ARTICLE XV
Controller
The Controller shall maintain adequate records of all assets,
liabilities and transactions of the corporation, and shall see that
adequate audits thereof are currently and regularly made. He shall
disburse the funds of the corporation in payment of just obligations of
the corporation, or as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements. He shall have such other powers
and duties as may be delegated to him by the Chairman of the Board.
ARTICLE XVI
Certificates of Stock
The certificates for shares of stock of the corporation shall
be numbered and shall be entered in the books of the corporation as they
are issued. Such certificates shall exhibit the holder's name and number
of shares and shall be signed by the Chairman of the Board, the
President, an Executive Vice President, a Senior Vice President or a Vice
President and by the Treasurer, an Assistant Treasurer, the Secretary or
an Assistant Secretary. The signature of any such officers may be
facsimile if 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. In case any officer who has signed or whose
facsimile signature has been placed on any such certificate shall have
ceased to be such officer before such certificate is issued, then, unless
the Board of Directors shall otherwise determine and cause notification
thereof to be given to such transfer agent and registrar, such
certificate may be issued by the corporation (and by its transfer agent)
and registered by its registrar with the same effect as if he were such
officer at the date of issue.
ARTICLE XVII
Transfers of Stock
1. All transfers of shares of the stock of the corporation
shall be made on the books of the corporation by the registered holders
of such shares in person or by their attorneys lawfully constituted in
writing, or by their legal representatives.
2. Certificates for shares of stock shall be surrendered and
cancelled at the time of transfer.
ARTICLE XVIII
Fixing Record Date
In order that the corporation may determine the stockholders
entitled to notice of and to vote at any meeting of stockholders or any
adjournment thereof, or entitled to express consent in writing to any
corporate action 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 any other lawful purpose, the Board of Directors may fix in
advance, a record date which shall not be more than 60 nor less than 10
days before the date of such meeting, nor more than 60 days prior to any
other action. Only 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 entitled to express such consent, or entitled to
receive payment of such dividend or other distribution or allotment of
rights, or entitled to exercise such rights in respect of change,
conversion or exchange, as the case may be, notwithstanding any transfer
of stock on the books of the corporation after any such record date fixed
as aforesaid.
ARTICLE XIX
Registered Stockholders
The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and,
accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person, whether or
not it shall have express or other notice thereof, save as expressly
provided by the laws of the State of Delaware.
ARTICLE XX
Checks
All checks, drafts and other orders for the payment of money
and all promissory notes and other evidences of indebtedness of the
corporation shall be signed by such officer or officers or such other
person or persons as may be designated by the Board of Directors or
pursuant to authority granted by it.
ARTICLE XXI
Fiscal Year
The fiscal year of the corporation shall end on December 31 of
each year.
ARTICLE XXII
Notices and Waiver
1. Whenever by statute, or by the Certificate of
Incorporation or by these By-Laws it is provided that notice shall be
given to any director or stockholder, such provision shall not be
construed to require personal notice, but such notice may be given in
writing, by mail, by depositing the same in the United States mail,
postage prepaid, directed to such stockholder or director at his address
as it appears on the records of the corporation, or, in default of other
address, to such director or stockholder at the General Post Office in
the City of Wilmington, Delaware, and such notice shall be deemed to be
given at the time when the same shall be thus deposited. Notice of
special meetings of the Board of Directors may also be given to any
director by telephone or by telex, telegraph or cable and the latter
event the notice shall be deemed to be given at the time such notice,
addressed to such director at the address hereinabove provided, shall be
transmitted or delivered to and accepted by an authorized telegraph or
cable office.
2. Whenever by statute, by the Certificate of Incorporation
or by these By-Laws a notice is required to be given, a written waiver
thereof, signed by the person entitled to notice, whether before or after
the time stated therein, shall be deemed equivalent to notice.
Attendance of any stockholder or director at any meeting thereof shall
constitute a waiver of notice of such meeting by such stockholder or
director, as the case may be, except as otherwise provided by statute.
ARTICLE XXIII
Alteration of By-Laws
These By-Laws, including, but not limited to, Section 7 of
Article IV and Sections 3 and 4 of Article V, may be altered, amended,
changed or repealed at any meeting of Board of Directors present or as
otherwise provided by statute, except that, in the case of any amendment,
alteration, change or repeal of Section 7 of Article IV or Sections 3 or
4 of Article V by the stockholders, notwithstanding any other provision
of these By-Laws, the Certification of Incorporation or any provision of
law which might otherwise permit a lesser vote or no vote, the
affirmative vote of the holders of 85% or more of the outstanding shares
of capital stock of the corporation entitled to vote generally in the
election of directors shall be required to amend, alter, change or repeal
such Section 7 of Article IV or such Sections 3 or 4 of Article V.
ARTICLE XXIV
Indemnification of Corporate Personnel
The corporation shall indemnify 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 as provided in the Certificate of
Incorporation. Expenses incurred by such a director, officer, employee
or agent in defending a civil or criminal action, suit or proceeding
shall be paid by the corporation as provided in the Certificate of
Incorporation. The corporation shall have power to purchase and maintain
insurance on behalf of any such persons against any liability asserted
against him or her and incurred by him or her in any such capacity, or
arising out of his or her status as such, whether or not the corporation
would have the power to indemnify him or her against such liability under
the provisions of the Certificate of Incorporation. The indemnification
provisions of this Article XXIV and the Certificate of Incorporation
shall not be deemed exclusive of any other rights to which those seeking
indemnification may be entitled under any applicable law, by-law,
agreement, vote of stockholders or disinterested directors or otherwise.
The provisions of this Article XXIV and Article ELEVENTH of the
Certificate of Incorporation shall be deemed to be a contract between the
corporation and each person who serves as such director, officer,
employee or agent of the corporation in any such capacity at any time
while this Article XXIV and Article ELEVENTH of the Certificate of
Incorporation are in effect. No repeal or modification of the provisions
of this Article XXIV and Article ELEVENTH of the Certificate of
Incorporation nor, to the fullest extent permitted by law, any
modification of law shall adversely affect any right or protection of a
director, officer, employee or agent of the corporation then existing at
the time of such repeal or modification. The provisions of this Article
XXIV of the By-Laws of the corporation have been adopted by the
stockholders of the corporation.