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Exhibit 3.2
RESTATED BYLAWS
(as amended January 19, 1995)
OF
FLUOR CORPORATION
(a Delaware corporation)
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office of FLUOR
CORPORATION (hereinafter called the "Corporation") in the State of Delaware
shall be at 32 Loockerman Square, Suite L-100, City of Dover, County of Kent,
and the name of the registered agent at that address shall be The Prentice-Hall
Corporation System, Inc.
Section 1.02 Principal Office. The principal office for the
transaction of the business of the Corporation shall be at 3333 Michelson
Drive, Irvine, California 92730. The Board of Directors (hereinafter called
the "Board") is hereby granted full power and authority to change said
principal office from one location to another.
Section 1.03 Other Offices. The Corporation may also have an
office or offices at such other place or places, either within or without the
State of Delaware, as the Board may from time to time determine or as the
business of the Corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.01 Annual Meetings. Annual meetings of the
stockholders of the Corporation for the purpose of electing directors and for
the transaction of such other proper business as may come before such meetings
may be held at such time, date and place as the Board shall determine by
resolution.
Section 2.02 Special Meetings. Special meetings of the
stockholders of the Corporation for any purpose or purposes may be called at
any time by the Board, or by a committee of the Board which has been duly
designated by the Board and whose powers and authority, as provided in a
resolution of the Board or in the Bylaws, include the power to call such
meeting, but such special meetings may not be called by any other person or
persons; provided, however, that if and to the extent that any special meetings
of stockholders may be called by any other person or persons specified in any
provisions of the Certificate of Incorporation or any amendment thereto or any
certificate filed under Section 151(g) of the Delaware General Corporation Law
(or its successor statute as in effect from time to time hereafter), then such
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special meeting may also be called by the person or persons, in the manner, at
the times and for the purposes so specified.
Section 2.03 Place of Meetings. All meetings of the
stockholders shall be held at such places, within or without the State of
Delaware, as may from time to time be designated by the person or persons
calling the respective meeting and specified in the respective notices or
waivers of notice thereof.
Section 2.04 Notice of Stockholder Business. At an annual
meeting of the stockholders, only such business shall be conducted as shall
have been properly 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 2.04. 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 office of the Corporation, not less than
30 days nor more than 60 days prior to the meeting; provided, however, that in
the event that less than 40 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 books of
the Corporation, 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 Bylaws to the contrary, no business shall be
conducted at an annual meeting except in accordance with the procedures set
forth in this Section 2.04. The Chairman of an annual meeting shall, if the
facts warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of this
Section 2.04, and if he or she should so determine, he or she shall so declare
to the meeting and any such business not properly brought before the meeting
shall not be transacted.
Section 2.05 Notice of Meetings. Except as otherwise required
by law, notice of each meeting of the stockholders, whether annual or special,
shall be given not less than 10 nor more than 60 days before the date of the
meeting to each stockholder of record entitled to vote at such meeting by
delivering a typewritten or printed notice thereof to him or her personally, or
by depositing such notice in the United States mail, in a postage prepaid
envelope, directed to him or her at his or her post office address furnished by
him or her to the Secretary of the Corporation for such purpose or, if he or
she shall not have furnished to the Secretary his or her address for such
purposes, then at his or her post office address last known to the Secretary, or
by transmitting a notice thereof to him or her at such address by telegraph,
cable or wireless. Except as otherwise expressly required by law, no
publication of any notice of a meeting of the stockholders shall be required.
Every notice of a meeting of the stockholders shall state the place, date and
hour of the meeting, and, in the case of a special meeting, shall also state
the purpose or purposes for which the meeting is called. Notice of any meeting
of stockholders shall not be required to be given to
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any stockholder who shall have waived such notice and such notice shall be
deemed waived by any stockholder who shall attend such meeting in person or by
proxy, except a stockholder who shall attend such meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of
any business because the meeting is not lawfully called or convened. Except as
otherwise expressly required by law, notice of any adjourned meeting of the
stockholders need not be given if the time and place thereof are announced at
the meeting at which the adjournment is taken.
Section 2.06 Quorum. Except in the case of any meeting for the
election of directors summarily ordered as provided by law, the holders of
record of a majority in voting interest of the shares of stock of the
Corporation entitled to be voted thereat, present in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
stockholders of the Corporation or any adjournment thereof. In the absence of
a quorum at any meeting or any adjournment thereof, a majority in voting
interest of the stockholders present in person or by proxy and entitled to vote
thereat or, in the absence therefrom of all the stockholders, any officer
entitled to preside at, or to act as secretary of, such meeting may adjourn
such meeting from time to time. At any such adjourned meeting at which a
quorum is present any business may be transacted which might have been
transacted at the meeting as originally called.
Section 2.07 Voting.
(a) Each stockholder shall, at each meeting of the
stockholders, be entitled to vote in person or by proxy each share or
fractional share of the stock of the Corporation having voting rights on the
matter in question and which shall have been held by him or her and registered
in his or her name on the books of the Corporation:
(i) on the date fixed pursuant to Section 6.05 of the
Bylaws as the record date for the determination of stockholders entitled to
notice of and to vote at such meeting, or
(ii) if no such record date shall have been so fixed,
then (a) at the close of business on the day next preceding the day on which
notice of the meeting shall be given or (b) if notice of the meeting shall be
waived, at the close of business on the day next preceding the day on which
meeting shall be held.
(b) Shares of its own stock belonging to the Corporation or to
another corporation, if a majority of the shares entitled to vote in the
election of directors in such other corporation is held, directly or
indirectly, by the Corporation, shall neither be entitled to vote nor be
counted for quorum purposes. Persons holding stock of the Corporation in a
fiduciary capacity shall be entitled to vote such stock. Persons whose stock is
pledged shall be entitled to vote, unless in the transfer by the pledgor on the
books of the Corporation he or she shall have expressly empowered the pledgee
to vote thereon, in which case only the pledgee, or his or her proxy, may
represent such stock and vote thereon. Stock having voting power standing of
record in the names of two or more persons, whether fiduciaries, members of a
partnership, joint tenants, tenants in common, tenants by the entirety or
otherwise, or with respect to which two or more persons have the same fiduciary
relationship, shall be voted in accordance with the provisions of the General
Corporation Law of the State of Delaware.
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(c) Any such voting rights may be exercised by the stockholder
entitled thereto in person or by his or her proxy appointed by an instrument in
writing, subscribed by such stockholder or by his or her attorney thereunto
authorized and delivered to the secretary of the meeting; provided, however,
that no proxy shall be voted or acted upon after three years from its date
unless said proxy shall provide for a longer period. The attendance at any
meeting of a stockholder who may theretofore have given a proxy shall not have
the effect of revoking the same unless he or she shall in writing so notify the
secretary of the meeting prior to the voting of the proxy. At any meeting of
the stockholders all matters, except as otherwise provided in the Certificate
of Incorporation, in the Bylaws or by law, shall be decided by the vote of a
majority in voting interest of the stockholders present in person or by proxy
and entitled to vote thereat and thereon, a quorum being present. The vote at
any meeting of the stockholders on any question need not be by ballot, unless
so directed by the chairman of the meeting. On a vote by ballot each ballot
shall be signed by the stockholder voting, or by his or her proxy, if there be
such proxy, and it shall state the number of shares voted.
Section 2.08 List of Stockholders. The Secretary of the
Corporation shall prepare and make, at least 10 days before every meeting of
stockholders, a complete list of the 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 the name of each
stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least 10 days prior to the meeting, either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place
of the meeting during the entire duration thereof, and may be inspected by any
stockholder who is present.
Section 2.09 Judges. If at any meeting of the stockholders a
vote by written ballot shall be taken on any question, the chairman of such
meeting may appoint a judge or judges to act with respect to such vote. Each
judge so appointed shall first subscribe an oath faithfully to execute the
duties of a judge at such meeting with strict impartiality and according to the
best of his or her ability. Such judges shall decide upon the qualification of
the voters and shall report the number of shares represented at the meeting and
entitled to vote on such question, shall conduct and accept the votes, and,
when the voting is completed shall ascertain and report the number of shares
voted respectively for and against the question. Reports of the judges shall
be in writing and subscribed and delivered by them to the Secretary of the
Corporation. The judges need not be stockholders of the Corporation, and
any officer of the Corporation may be a judge on any question other than a vote
for or against a proposal in which he or she shall have a material interest.
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ARTICLE III
BOARD OF DIRECTORS
Section 3.01 General Powers. The property, business and
affairs of the Corporation shall be managed by the Board.
Section 3.02 Number. The authorized number of directors of the
Corporation shall be eleven and such authorized number shall not be changed
except by a Bylaw or amendment thereof duly adopted by the stockholders in
accordance with the Certificate of Incorporation or by the Board amending this
Section 3.02.
Section 3.03 Election of Directors. The directors shall be
elected by the stockholders of the Corporation, and at each election the
persons receiving the greatest number of votes, up to the number of directors
then to be elected, shall be the persons then elected. The election of
directors is subject to any provisions contained in the Certificate of
Incorporation relating thereto, including any provisions for a classified board
and for cumulative voting.
Section 3.04 Notice of Stockholder Nominees. Only persons who
are nominated in accordance with the procedures set forth in the Bylaws 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 3.04. 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 office of the
Corporation not less than 30 days nor more than 60 days prior to the meeting;
provided, however, that in the event that less than 40 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 meeting was mailed or such public disclosure was made. Such
stockholder's notice shall set forth (a) as to each person whom the stockholder
proposes to nominate for election or re-election 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 without limitation such person's written consent to
be named in the proxy statement as a nominee and to serve as a director if
elected); and (b) as to the stockholder proposing such nomination (i) the name
and address, as they appear on the books of the Corporation, 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
Bylaws. 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
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Bylaws, and if he or she should so determine, he or she shall so declare to the
meeting and the defective nomination shall be disregarded.
Section 3.05 Mandatory Retirement. The Chairman of the Board
and the President and any former Chairman of the Board and any former
President, if serving as a director of the Corporation at age 72, shall retire
from the Board at the end of the calendar year in which his or her 72nd
birthday occurs. Each other employee or former employee of the Corporation or
its subsidiaries serving as a director of the Corporation at age 65 shall
retire from the Board at the end of the calendar year in which his or her 65th
birthday occurs unless the Chairman of the Board recommends and the Board
approves his or her continued service as a non-employee director. Each other
employee of the Corporation or its subsidiaries under age 65 serving as a
director of the Corporation who elects to take early retirement or who for any
other reason is no longer an officer of the Corporation or its subsidiaries
shall retire from the Board as of the date he or she ceases to be an officer
unless the Chairman of the Board recommends and the Board approves his or her
continued directorship. Each non-employee director of the Corporation serving
at age 72 shall retire from the Board at the end of the calendar year in which
his or her 72nd birthday occurs. For purposes of this Section, "end of the
calendar year" shall include the period ending with the seventh day of January
next following.
Section 3.06 Resignations. Any director of the Corporation may
resign at any time by giving written notice to the Board or to the Secretary of
the Corporation. Any such resignation shall take effect at the time specified
therein, or, if the time be not specified, it shall take effect immediately
upon its receipt; and, unless otherwise specified therein, the acceptance of
such resignation shall not be necessary to make it effective.
Section 3.07 Vacancies. Except as otherwise provided in the
Certificate of Incorporation, any vacancy in the Board, whether because of
death, resignation, disqualification, an increase in the number of directors,
or any other cause, may be filled by vote of the majority of the remaining
directors, although less than a quorum. Each director so chosen to fill a
vacancy shall hold office until his or her successor shall have been elected
and shall qualify or until he or she shall resign or shall have been removed.
Section 3.08 Place of Meeting, etc. The Board may hold any of
its meetings at such place or places within or without the State of Delaware as
the Board may from time to time by resolution designate or as shall be
designated by the person or persons calling the meeting or in the notice or a
waiver of notice of any such meeting. Directors may participate in any regular
or special meeting of the Board by means of conference telephone or similar
communications equipment pursuant to which all persons participating in the
meeting of the Board can hear each other, and such participation shall
constitute presence in person at such meeting.
Section 3.09 First Meeting. The Board shall meet as soon as
practicable after each annual election of directors and notice of such first
meeting shall not be required.
Section 3.10 Regular Meetings. Regular meetings of the Board
may be held at such times as the Board shall from time to time by resolution
determine. If any day fixed for a meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting shall be held
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at the same hour and place on the next succeeding business day not a legal
holiday. Except as provided by law, notice of regular meetings need not be
given.
Section 3.11 Special Meetings. Special meetings of the Board
may be called at any time by the Chairman of the Board or the President or by
any two directors, to be held at the principal office of the Corporation, or at
such other place or places, within or without the State of Delaware, as the
person or persons calling the meeting may designate.
Notice of all special meetings of the Board shall be given to each
director by two days' service of the same by telegram, by letter, or
personally. Such notice may be waived by any director and any meeting shall be
a legal meeting without notice having been given if all the directors shall be
present thereat or if those not present shall, either before or after the
meeting, sign a written waiver of notice of, or a consent to, such meeting or
shall after the meeting sign the approval of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or be
made a part of the minutes of the meeting.
Section 3.12 Quorum and Manner of Acting. Except as otherwise
provided in the Bylaws or by law, the presence of a majority of the authorized
number of directors shall be required to constitute a quorum for the
transaction of business at any meeting of the Board, and all matters shall be
decided at any such meeting, a quorum being present, by the affirmative votes
of a majority of the directors present. In the absence of a quorum, a majority
of directors present at any meeting may adjourn the same from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given. The directors shall act only as a Board, and the individual directors
shall have no power as such.
Section 3.13 Action by Consent. Any action required or
permitted to be taken at any meeting of the Board or of any committee thereof
may be taken without a meeting if a written consent thereto is signed by all
members of the Board or of such committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or such
committee.
Section 3.14 Compensation. No stated salary need be paid
directors, as such, for their services, but, by resolution of the Board, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
each regular or special meeting of the Board or an annual directors' fee may be
paid; provided that nothing herein contained shall be construed to preclude any
director from serving the Corporation in any other capacity and receiving
compensation therefore. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
Section 3.15 Committees. The Board may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the Corporation.
Former employees of the Corporation or its subsidiaries who are no longer
officers of the Corporation or its subsidiaries, if serving as a director of
the Corporation, shall not be eligible to serve as a member of any committee of
the Board. Except as otherwise provided in the Board resolution designating a
committee, the presence of a majority of the authorized number of members of
such committee shall be required to constitute a quorum for the transaction of
business at any meeting of such committee. Any such committee, to the extent
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provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board in the management of the business and affairs
of the Corporation, and may authorize the seal of the Corporation to be affixed
to all papers which may require it; but no such committee shall have any power
or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
Corporation's property and assets, recommending to the stockholders a
dissolution of the Corporation or a revocation of the dissolution, or amending
the Bylaws of the Corporation; and unless the resolution of the Board expressly
so provides, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock. Any such committee shall keep
written minutes of its meetings and report the same to the Board at the next
regular meeting of the Board.
Section 3.16 Officers of the Board. The Board shall have a
Chairman of the Board and may, at the discretion of the Board, have a Vice
Chairman and other officers. The Chairman of the Board and the Vice Chairman
shall be appointed from time to time by the Board, unless such positions are
elected offices of the Corporation, currently filled, and shall have such
powers and duties as shall be designated by the Board.
ARTICLE IV
OFFICERS
Section 4.01 Officers. The officers of the Corporation shall
be a Chairman of the Board, a Chief Executive Officer, a Secretary, a Treasurer
and such other officers as may be appointed by the Board as the business of the
Corporation may require. Officers shall have such powers and duties as are
permitted or required by law or as may be specified by or in accordance with
resolutions of the Board. Any number of offices may be held by the same
person. Unless the Board shall otherwise determine, the Chairman of the Board
shall be the Chief Executive Officer of the Corporation. In the absence of any
contrary determination by the Board, the Chief Executive Officer shall, subject
to the power and authority of the Board, have general supervision, direction
and control of the officers, employees, business and affairs of the
Corporation.
Section 4.02 Election and Term. The officers of the
Corporation shall be elected annually by the Board. The Board may at any time
and from time to time elect such additional officers as the business of the
Corporation may require. Each officer shall hold his or her office until his
or her successor is elected and qualified or until his or her earlier
resignation or removal.
Section 4.03 Removal and Resignation. Any officer may be
removed, either with or without cause, by a majority of the directors at the
time in office, at any regular or special meeting of the Board. Any officer may
resign at any time by giving notice to the Board. Such resignation shall take
effect at the time specified in such notice or, in the absence of such
specification, at the date of the receipt by the Board of such notice. Unless
otherwise specified in such notice, the acceptance of such resignation shall
not be necessary to make it effective.
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Section 4.04 Vacancies. Any vacancy occurring in any office of
the Corporation by death, resignation, removal or otherwise, shall be filled in
the manner prescribed in these Bylaws for the regular appointment to such
office.
ARTICLE V
CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
Section 5.01 Execution of Contracts. The Board, except as in
the Bylaws otherwise provided, may authorize any officer or officers, agent or
agents, to enter into any contract or execute any instrument in the name and on
behalf of the Corporation, and such authority may be general or confined to
specific instances; and unless so authorized by the Board or by the Bylaws, no
officer, agent or employee shall have any power or authority to bind the
Corporation by any contract or engagement or to pledge its credit or to render
it liable for any purpose or in any amount.
Section 5.02 Checks, Drafts, etc. All checks, drafts or other
orders for payment of money, notes or other evidence of indebtedness, issued in
the name of or payable to the Corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board. Each such person shall give such bond, if any, as
the Board may require.
Section 5.03 Deposit. All funds of the Corporation not
otherwise employed shall be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as the Board
may select, or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. For the purpose of
deposit and for the purpose of collection for the account of the Corporation,
the Chief Executive Officer, the President or the Treasurer (or any other
officer or officers, assistant or assistants, agent or agents, or attorney or
attorneys of the Corporation who shall from time to time be determined by the
Board) may endorse, assign and deliver checks, drafts and other orders for the
payment of money which are payable to the order of the Corporation.
Section 5.04 General and Special Bank Accounts. The Board may
from time to time authorize the opening and keeping of general and special bank
accounts with such banks, trust companies or other depositories as the Board
may select or as may be selected by any officer or officers, assistant or
assistants, agent or agents, or attorney or attorneys of the Corporation to
whom such power shall have been delegated by the Board. The Board may make
such special rules and regulations with respect to such bank accounts, not
inconsistent with the provisions of the Bylaws, as it may deem expedient.
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ARTICLE VI
SHARES AND THEIR TRANSFER
Section 6.01 Certificates for Stock. Every owner of stock of
the Corporation shall be entitled to have a certificate or certificates, to be
in such form as the Board shall prescribe, certifying the number and class of
shares of the stock of the Corporation owned by him or her. The certificates
representing shares of such stock shall be numbered in the order in which they
shall be issued and shall be signed in the name of the Corporation by the
President and by the Secretary. Any or all of the signatures on the
certificates may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon any
such certificate shall thereafter have ceased to be such officer, transfer
agent or registrar before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though the
person who signed such certificate, or whose facsimile signature shall have
been placed thereupon, were such officer, transfer agent or registrar at the
date of issue. A record shall be kept of the respective names of the persons,
firms or corporations owning the stock represented by such certificates, the
number and class of shares represented by such certificates, respectively, and
the respective dates thereof, and in case of cancellation the respective dates
of cancellation. Every certificate surrendered to the Corporation for exchange
or transfer shall be cancelled, and no new certificate or certificates shall be
issued in exchange for any existing certificate until such existing certificate
shall have been so cancelled, except in cases provided for in Section 6.04 of
the Bylaws.
Section 6.02 Transfers of Stock. Transfers of shares of stock
of the Corporation shall be made only on the books of the Corporation by the
registered holder thereof, or by his or her attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary, or with a
transfer clerk or a transfer agent appointed as provided in Section 6.03 of the
Bylaws, and upon surrender of the certificate or certificates for such shares
properly endorsed and the payment of all taxes thereon. The person in whose
name shares of stock stand on the books of the Corporation shall be deemed the
owner thereof for all purposes as regards the Corporation. Whenever any
transfer of shares shall be made for collateral security, and not absolutely,
such fact shall be stated expressly in the entry of transfer if, when the
certificate or certificates shall be presented to the Corporation for transfer,
both the transferor and the transferee request the Corporation to do so.
Section 6.03 Regulations. The Board may make such rules and
regulations as it may deem expedient, not inconsistent with the Bylaws,
concerning the issue, transfer and registration of certificates for shares of
the stock of the Corporation. It may appoint, or authorize any officer or
officers to appoint, one or more transfer clerks or one or more transfer agents
and one or more registrars, and may require all certificates for stock to bear
the signature or signatures of any of them.
Section 6.04 Lost, Stolen, Destroyed, And Mutilated
Certificates. In any case of loss, theft, destruction, or mutilation of any
certificate of stock, another may be issued in its place upon proof of such
loss, theft, destruction, or mutilation and upon the giving of a bond of
indemnity to the Corporation in such form and in such sum as the Board may
direct; provided,
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however, that a new certificate may be issued without requiring any bond when,
in the judgment of the Board, it is proper so to do.
Section 6.05 Fixing Date for Determination of Stockholders of
Record. In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, or 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 other change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board 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. If, in any case involving the
determination of stockholders for any purpose other than notice of or voting at
a meeting of stockholders, the Board shall not fix such a record date, the
record date for determining stockholders for such purpose shall be the close of
business on the day on which the Board shall adopt the resolution relating
thereto. A determination of stockholders entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of such meeting;
provided, however, that the Board may fix a new record date for the adjourned
meeting.
ARTICLE VII
MISCELLANEOUS
Section 7.01 Seal. The Board shall provide a corporate seal,
which shall be in the form of a circle and shall bear the name of the
Corporation and words and figures showing that the Corporation was incorporated
in the State of Delaware and the year of incorporation.
Section 7.02 Waiver of Notices. Whenever notice is required to
be given by the Bylaws or the Certificate of Incorporation or by law, the
person entitled to said notice may waive such notice in writing, either before
or after the time stated therein, and such waiver shall be deemed equivalent to
notice.
Section 7.03 Fiscal Year. The fiscal year of the Corporation
shall end on the 31st day of October of each year.
Section 7.04 Amendments. The Bylaws, or any of them, may be
rescinded, altered, amended or repealed, and new Bylaws may be made, (i) by the
Board, by vote of a majority of the number of directors then in office as
directors, acting at any meeting of the Board, or (ii) by the vote of the
holders of not less than 80% of the total voting power of all outstanding
shares of voting stock of the Corporation, at any annual meeting of
stockholders, without previous notice, or at any special meeting of
stockholders, provided that notice of such proposed amendment, modification,
repeal or adoption is given in the notice of special meeting. Any Bylaws made
or altered by the stockholders may be altered or repealed by the Board or may
be altered or repealed by the stockholders.
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