RESTATED BY-LAWS EXHIBIT 3.2
OF
BAYOU STEEL CORPORATION
a Delaware Corporation
(as Amended through April 23, 1996)
ARTICLE I
MEETINGS OF STOCKHOLDERS
1.1 ANNUAL MEETING. The annual meeting of stockholders shall be held
no later than five months after the end of the Corporation's fiscal year, or as
soon thereafter as practicable, and shall be held at a place and time determined
by the board of directors (the "Board").
1.2 SPECIAL MEETING. Special meetings of the stockholders may be
called by resolution of the Board or by the chairman of the board or the chief
executive officer and shall be called by the chief executive officer or
secretary upon the written request (stating the purpose or purposes of the
meeting) of any two of the directors then in office or the holders of 10% of the
aggregate voting power. As used in these by-laws, the term "aggregate voting
power" means the total number of votes cast by stockholders for all matters
other than the election of directors of the Corporation and other than matters
as to which a class vote is applicable. Only business related to the purposes
set forth in the notice of the meeting may be transacted at a special meeting.
1.3 PLACE AND TIME OF MEETINGS. Meetings of the stockholders may be
held in or outside Delaware at the place and time specified by the Board or the
directors or shareholders requesting the meeting.
1.4 NOTICE OF MEETINGS; WAIVER OF NOTICE. Written notice of each
meeting of stockholders shall be given to each stockholder entitled to vote at
the meeting, except that (a) it shall not be necessary to give notice to any
stockholder who submits a signed waiver of notice before or after the meeting,
and (b) no notice of an adjourned meeting need be given except when required
under Section 1.5 of these by-laws or by law. Each notice of a meeting shall be
given, personally or by mail, not less than ten nor more than sixty days before
the meeting, or if such meeting shall be scheduled to occur after the redemption
of the Preferred Stock, not less than thirty nor more than sixty days before the
meeting, and shall state the time and place of the meeting, and unless it is the
annual meeting, shall state at whose direction or request the meeting is called
and the purposes for which it is called. If mailed, notice shall be considered
given when mailed to
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a stockholder at his address on the Corporation's records. The attendance of any
stockholder at a meeting, without protesting at the beginning of the meeting
that the meeting is not lawfully called or convened, shall constitute a waiver
of notice by him.
1.5 QUORUM. At any meeting of stockholders, the presence in person
or by proxy of the holders of shares of stock having a majority of the aggregate
voting power shall constitute a quorum for the transaction of any business. In
the absence of a quorum, a majority in voting interest of those present or, if
no stockholders are present, any officer entitled to preside at or to act as
secretary of the meeting, may adjourn the meeting until a quorum is present. At
any adjourned meeting at which a quorum is present any action may be taken which
might have been taken at the meeting as originally called. No notice of an
adjourned meeting need be given if the time and place are announced at the
meeting at which the adjournment is taken except that, if adjournment is for
more than thirty days or if, after the adjournment, a new record date is fixed
for the meeting, notice of the adjourned meeting shall be given pursuant to
Section 1.4.
1.6 VOTING; PROXIES. Each holder of outstanding shares of Class A
Common Stock, Class B Common Stock, Class C Common Stock and Cumulative
Preferred Stock and any other authorized and outstanding class of stock shall be
entitled to the number of votes per share, if any, and shall vote in the manner
provided in the Certificate of Incorporation. Corporate action to be taken by
stockholder vote shall be authorized by a majority of the votes cast at a
meeting of stockholders, except as otherwise provided by law, by the Certificate
of Incorporation or by Section 1.8 of these by-laws. Directors shall be elected
in the manner provided in Section 2.1 of these by-laws. Voting need not be by
ballot unless requested by a stockholder at the meeting or ordered by the
chairman of the meeting. Each stockholder entitled to vote at any meeting of
stockholders or to express consent to or dissent from corporate action in
writing without a meeting may authorize another person to act for him by proxy.
Every proxy must be signed by the stockholder or his attorney-in-fact. No proxy
shall be valid after three years from its date unless it provides otherwise.
1.7 LIST OF STOCKHOLDERS. Not less than ten days prior to the date
of any meeting of stockholders, the secretary of the Corporation shall prepare a
complete list of stockholders entitled to vote at the meeting, arranged in
alphabetical order and showing the address of each stockholder and the number of
shares registered in his name. For a period of not less than ten days prior to
the meeting, the list shall be available during ordinary business hours for
inspection by any stockholder for any purpose germane to the meeting. During
this period, the list shall be kept at a place within the city where the meeting
is to be held. The list shall also be available for inspection by stockholders
at the time and place of the meeting.
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1.8 ACTION BY CONSENT WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voting. Prompt notice of the taking of any such
action shall be given to those stockholders who did not consent in writing.
ARTICLE II
BOARD OF DIRECTORS
2.1 NUMBER, QUALIFICATION, ELECTION AND TERM OF DIRECTORS. The
business of the Corporation shall be managed by the Board, which shall consist
of not less than the number of directors provided for in the Certificate of
Incorporation, as determined by resolution of the Board. Directors shall be
elected at each annual meeting of stockholders and at such other times as
provided in the Certificate of Incorporation, in the manner provided in the
Certificate of Incorporation and shall hold office until the next annual meeting
of stockholders, unless otherwise provided in the Certificate of Incorporation,
and until the election and qualification of their respective successors, subject
to the provisions of Section 2.9.
2.2 QUORUM AND MANNER OF ACTING. A majority of the directors then in
office shall constitute a quorum for the transaction of business at any meeting.
Action of the Board shall be authorized by the vote of a majority of the
directors present at the time of the vote if there is a quorum, unless otherwise
provided by law, the Certificate of Incorporation or these by-laws. In the
absence of a quorum, a majority of the directors present may adjourn any meeting
from time to time until a quorum is present.
2.3 PLACE OF MEETINGS. Meetings of the Board may be
held in or outside Delaware.
2.4 ANNUAL AND REGULAR MEETINGS. Annual meetings of the Board, for
the election of officers and consideration of other matters, shall be held
either (a) without notice immediately after the annual meeting of stockholders
and at the same place, or (b) as soon as practicable after the annual meeting of
stockholders, on notice as provided in Section 2.6 of these by-laws. Regular
meetings of the Board shall be held not less than four times per annum. Regular
meetings of the Board may be held without notice at such times and places as the
Board determines. If the day fixed for a regular meeting is a legal holiday, the
meeting shall be held on the next business day.
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2.5 SPECIAL MEETINGS. Special meetings of the Board may
be called by the chairman of the board, chief executive officer or
by any two of the directors.
2.6. NOTICE OF MEETINGS; WAIVER OF NOTICE. Notice of the time and
place of each special meeting of the Board, and of each annual meeting not held
immediately after the annual meeting of stockholders and at the same place,
shall be given to each director by mailing it to him at his residence or usual
place of business at least three days before the meeting, or by delivering,
telephoning or telegraphing it to him at least two days before the meeting.
Notice of a special meeting shall also state the purpose(s) for which the
meeting is called. Notice need not be given to any director who submits a signed
waiver of notice before or after the meeting or who attends the meeting without
protesting at the beginning of the meeting the transaction of any business
because the meeting was not lawfully called or convened. Notice of any adjourned
meeting need not be given, other than by announcement at the meeting at which
the adjournment is taken.
2.7 BOARD OR COMMITTEE ACTION WITHOUT A MEETING. Any action required
or permitted to be taken by the Board or by any committee of the Board may be
taken without a meeting if all of the members of the Board or of the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents by the members of the Board or the committee
shall be filed with the minutes of the proceedings of the Board or of the
committee.
2.8. PARTICIPATION IN BOARD OR COMMITTEE MEETINGS BY CONFERENCE
TELEPHONE. Any or all members of the Board or of any committee of the Board may
participate in a meeting of the Board or of the committee by means of a
conference telephone or similar communications equipment allowing all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at the meeting.
2.9 RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign at
any time by delivering his resignation in writing to the chief executive officer
or secretary of the Corporation, to take effect at the time specified in the
resignation; the acceptance of a resignation, unless required by its terms,
shall not be necessary to make it effective. Any or all of the directors may be
removed at any time, either with or without cause, in the manner provided by
applicable law or by the Certificate of Incorporation.
2.10 VACANCIES. Any vacancy in the Board, including one created by
an increase in the number of directors, may be filled for the unexpired term in
the manner provided in the Certificate of Incorporation.
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2.11 COMPENSATION. Subject to Section 3.2, directors shall receive
such compensation as the Board determines, together with reimbursement of their
reasonable expenses in connection with the performance of their duties. A
director may also be paid for serving the Corporation, its affiliates or
subsidiaries in other capacities.
ARTICLE III
COMMITTEES
3.1 EXECUTIVE COMMITTEE. The Board, by resolution adopted by a
majority of the entire Board, may designate an Executive Committee of one or
more directors which shall have all the powers and authority of the Board,
except as otherwise provided in the resolution or by applicable law. The members
of the Executive Committee shall serve at the pleasure of the Board. All action
of the Executive Committee shall be reported to the Board at its next meeting.
3.2 COMPENSATION COMMITTEE. The Board shall designate a Compensation
Committee of one or more directors who shall not be officers or employees of the
Corporation. The Compensation Committee shall establish compensation payable to
directors and executive officers of the Corporation as well as any loans or
advances by the Corporation to such persons.
3.3 NOMINATING COMMITTEES. The Board shall designate a Class A
Nominating Committee of all of the current directors who have been elected by
the holders of Class A Common Stock (or otherwise designated as Class A Common
Stock directors) and not officers or employees of the Corporation, and service
on such committee shall be voluntary and discretionary for each director. The
Board may designate a Class B Nominating Committee of one or more directors, who
shall be directors elected by the holders of the Class B Common Stock or
otherwise designated as Class B Common Stock directors. The Class A and Class B
Nominating Committees shall nominate persons for election as directors by the
holders of Class A Common Stock and Class B Common Stock, respectively, at the
annual meeting of stock holders.
3.4 OTHER COMMITTEES. The Board, by resolution adopted by a majority
of the entire Board, may designate other committees of directors of one or more
directors, including but not limited to an Audit committee, which shall serve at
the Board's pleasure and have such powers and duties as the Board determines.
3.5 RULES APPLICABLE TO COMMITTEES. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of
any member of a committee, the member(s) present at a meeting of
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the committee and not disqualified, whether or not a quorum, may unanimously
appoint another director to act at the meeting in place of the absent or
disqualified member. All action of a committee shall be reported to the Board at
its next meeting. Each committee shall adopt rules of procedure and shall meet
as provided by those rules or by resolutions of the Board.
ARTICLE IV
OFFICERS
4.1 NUMBER; SECURITY. The executive officers of the Corporation
shall be the chairman of the board, one or more vice chairmen, the chief
executive officer, the president, one or more vice presidents (including an
executive vice president, if the Board so determines), a secretary and a
treasurer. Any two or more offices may be held by the same person. The Board may
require any officer, agent or employee to give security for the faithful
performance of his duties.
4.2 ELECTION; TERM OF OFFICE. The executive officers of the
Corporation shall be elected annually by the Board and each such officer shall
hold office until the next annual meeting of the Board and until the election of
his successor, subject to the provisions of Section 4.4.
4.3 SUBORDINATE OFFICERS. The Board may appoint subordinate officers
(including assistant secretaries and assistant treasurers), agents or employees,
each of whom shall hold office for such period and have such powers and duties
as the Board determines. The Board may delegate to any executive officer or to
any committee the power to appoint and define the powers and duties of any
subordinate officers, agents or employees.
4.4 RESIGNATION AND REMOVAL OF OFFICERS. Any officer may resign at
any time by delivering his resignation in writing to the president or secretary
of the Corporation, to take effect at the time specified in the resignation; the
acceptance of a resignation, unless required by its terms, shall not be
necessary to make it effective. Except as provided in the Certificate of
Incorporation, any officer appointed by the Board or appointed by an executive
officer or by a committee may be removed by the Board either with or without
cause, and in the case of an officer appointed by an executive officer or by a
committee, by the officer or committee who appointed him.
4.5 VACANCIES. A vacancy in any office may be filled for the
unexpired term in the manner prescribed in Sections 4.2 and 4.3 of these by-laws
for election or appointment to the office.
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4.6 CHAIRMAN OF THE BOARD. The chairman of the board shall preside
at all meetings of the Board and of the stockholders and shall have such powers
and duties as the Board assigns to him.
4.7 CHIEF EXECUTIVE OFFICER. The chief executive officer of the
Corporation shall have general supervision over the business of the Corporation
and shall have such other powers and duties as the Board assigns to him.
4.8 PRESIDENT. Subject to the control of the chief executive
officer, the president of the Corporation shall have such powers as the chief
executive officer assigns to him.
4.9 VICE PRESIDENT. Each vice president shall have such
powers and duties as the Board or the chief executive officer
assigns to him.
4.10 TREASURER. The treasurer shall be the chief financial officer
of the Corporation and shall be in charge of the Corporation's books and
accounts. Subject to the control of the Board, he shall have such other powers
and duties as the Board or the chief executive officer assigns to him.
4.11 SECRETARY. The secretary shall be the secretary of, and keep
the minutes of, all meetings of the Board and of the stockholders, shall be
responsible for giving notice of all meetings of stockholders and of the Board,
and shall keep the seal and, when authorized by the Board, apply it to any
instrument requiring it. Subject to the control of the Board, he shall have such
powers and duties as the Board or the chief executive officer assigns to him. In
the absence of the secretary from any meeting, the minutes shall be kept by the
person appointed for that purpose by the presiding officer.
4.12 SALARIES. The Board may fix the officers' salaries, if any, or
it may authorize the chief executive officer to fix the salary of any other
officer.
ARTICLE V
SHARES
5.1 CERTIFICATES. Subject to requirements prescribed by law and the
Certificate of Incorporation, the Corporation's shares shall be represented by
certificates in the form approved by the Board. Each certificate shall be signed
by the chairman of the Board, the president or a vice president and by the
secretary or an assistant secretary, or the treasurer or an assistant treasurer,
and shall be sealed with the Corporation's seal or a facsimile of the seal.
Whenever a certificate is countersigned by a transfer
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agent, one or both of the officers' or assistant officers' signature and the
seal may be in facsimile, engraved or printed. In case any officer or assistant
officer whose signature appears on any share certificate shall have ceased to be
such because of death, resignation or otherwise, before the certificate is
issued, it may be issued by the Corporation with the same effect as if he had
not ceased to be such at the date of its issue. So long as the restrictions set
forth in Article 5.9 of the Certificate of Incorporation shall not have lapsed,
all share certificates for shares of common stock shall bear a conspicuous
legend as follows:
"THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO
RESTRICTIONS PURSUANT TO ARTICLE 5.9 OF THE CERTIFICATE OF
INCORPORATION OF THE CORPORATION, A COPY OF WHICH IS AVAILABLE FOR
INSPECTION AT THE CORPORATIONS'S PRINCIPAL PLACE OF BUSINESS LOCATED
AT 138 HIGHWAY 3217, LAPLACE, LA 70068."
If the Corporation is authorized to issue shares of more than one class, it
shall be stated on the face or back of all certificates that the Corporation
will furnish to any shareholder, upon request and without charge, a full or
summary statement of the designations, preferences, limitations, and relative
rights of the shares of each class authorized to be issued and, if the
Corporation is authorized to issue any preferred or special class in a series,
the variations in the relative rights and preferences between the shares of each
such series so far as the same have been fixed and determined, and the authority
of the Board of Directors to fix and determine the relative rights and
preferences of subsequent series.
5.2 SHARE REGISTER. All certificates representing shares shall be
registered in the share register as they are issued, and those of the same class
or series shall be consecutively numbered. Subject to Article 5.9 of the
Certificate of Incorporation and Section 5.4 hereof, the Corporation shall be
entitled to treat the registered holder of any share(s) as the holder thereof in
fact and law and shall not be bound to recognize any equitable or other claim
to, or interest in, such share(s) on the part of any other person, whether or
not it shall have express or other notice thereof, save as otherwise expressly
provided by statute.
5.3 TRANSFERS. Subject to Article 5.9 of the Certificate of
Incorporation and Section 5.4 hereof, shares of the Corporation shall be
transferred only on its books upon the surrender to the Corporation or its
transfer agent of the share certificate(s) therefor duly endorsed by the person
named therein, or accompanied by proper evidence of succession, assignment or
authority to transfer such shares; provided, no transfers of shares shall be
made while the books of the Corporation are closed against
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transfers as hereinafter provided in these by-laws. Subject to Section 5.4
hereof, upon transfer the surrendered certificate(s) shall be canceled, a new
certificate or certificates shall be issued to the person entitled thereto, and
the transaction shall be recorded upon the books of the Corporation.
5.4 RESTRICTIONS ON TRANSFER. In addition to the restrictions in
Article 5.9 of the Certificate of Incorporation, transfers of shares may be
restricted in any lawful manner by law, by the Certificate of Incorporation, or
by contract if a copy of the contract is filed with the Corporation, provided
that notice of the restrictions shall be typed or printed conspicuously on the
share certificate. The secretary shall enforce the restrictions of Article 5.9
of the Certificate of Incorporation. In so doing, the secretary shall determine
ownership of stock of the Corporation in accordance with all rules relating to
direct, indirect or constructive ownership of stock under Section 382 of the
Internal Revenue Code of 1986 (including, without limitation, the rules under
Section 382(1)(3) entitled "Operating Rules Relating to Ownership of Stock"), as
the same may be amended from time to time, and the secretary may seek, and rely
upon, the advice of counsel in order to attribute stock ownership. If the
secretary determines that an attempted transfer violates or would violate
Article 5.9 of the Certificate of Incorporation, any such transfer, unless
otherwise authorized by the Board of Directors in accordance with such Article
5.9, shall be null and void AB INITIO. Except as authorized by the secretary in
accordance with the procedures set forth above, no employee or agent of the
Corporation shall be permitted to record any attempted or purported transfer and
no intended transferee of shares of common stock of the Corporation in any
attempted or purported transfer shall be recognized as a shareholder of the
Corporation for any purpose whatever except as provided in Article 5.9.
5.5 LOST,DESTROYED OR MUTILATED CERTIFICATES. The Board of Directors
may direct a new share certificate to be issued in place of any share
certificate theretofore issued by the Corporation and claimed to have been lost,
destroyed or mutilated, upon the claimant's furnishing an affidavit of the facts
and, if required by the Board of Directors, a bond of indemnity in such amount
or in open penalty and in such form, with such surety thereon, as the Board may
approve for the protection of the Corporation and its officers and agents.
5.6 DETERMINATION OF STOCKHOLDERS OF RECORD. The Board may fix, in
advance, a date as the record date for the determination of stockholders
entitled to notice of or to vote at any meeting of the stockholders, or to
express consent to or dissent from any proposal without a meeting, or to receive
payment of any dividend or the allotment of any rights, or for the purpose of
any other action. The record date may not be more than sixty or less than ten
days before the date of the meeting or more than sixty days before any other
action. 9
ARTICLE VI
MISCELLANEOUS
6.1 SEAL. The Board shall adopt a corporate seal, which shall be in
the form of a circle and shall bear the Corporation's name and the year and
state in which it was incorporated.
6.2 FISCAL YEAR. The Board may determine the Corporation's fiscal
year. Until changed by the Board, the Corporation's fiscal year shall be
October 1 through September 30.
6.3 VOTING OF SHARES IN OTHER CORPORATIONS. Shares in other
corporations which are held by the Corporation may be represented and voted by
the chairman of the board, the president or a vice president of this
Corporation, by proxy or proxies appointed by one of them, or by any person
appointed by the Board.
6.4 AMENDMENTS. By-laws may be amended, repealed or adopted by the
Board. Additionally, any amendment or repeal of Sections 3.3, 4.7 or this
Section 6.4 shall be by unanimous vote of the Board.
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