EXHIBIT 3.18
BYLAWS OF
JHK & ASSOCIATES, INC.
A DELAWARE CORPORATION
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TABLE OF CONTENTS
ARTICLE I - O ffices..............................................................................................1
Section 1.1 Registered Office......................................................................1
Section 1.2 Principal Office.......................................................................1
Section 1.3 Other Offices..........................................................................1
ARTICLE II - Meetings of Stockholders.............................................................................1
Section 2.1 Place of Meetings......................................................................1
Section 2.2 Annual Meetings........................................................................1
Section 2.3 Special Meetings.......................................................................1
Section 2.4 Stockholder Lists......................................................................2
Section 2.5 Notice of Meetings.....................................................................2
Section 2.6 Quorum and Adjournment.................................................................2
Section 2.7 Voting.................................................................................3
Section 2.8 Proxies................................................................................3
Section 2.9 Judges of Election.....................................................................3
Section 2.10 Action Without Meeting.................................................................3
ARTICLE III - Directors...........................................................................................3
Section 3.1 Powers.................................................................................3
Section 3.2 Number.................................................................................4
Section 3.3 Nominations............................................................................4
Section 3.4 Vacancies and Newly Created Directorships..............................................4
Section 3.5 Meetings...............................................................................5
Section 3.6 Annual Meeting.........................................................................5
Section 3.7 Regular Meetings.......................................................................5
Section 3.8 Special Meetings.......................................................................5
Section 3.9 Quorum.................................................................................5
Section 3.10 Fees and Compensation..................................................................5
Section 3.11 Meetings by Telephonic Communication...................................................5
Section 3.12 Committees.............................................................................6
Section 3.13 Action Without Meetings................................................................6
Section 3.14 Removal................................................................................6
ARTICLE IV - Officers.............................................................................................7
Section 4.1 Appointment and Salaries...............................................................7
Section 4.2 Removal and Resignation................................................................7
Section 4.3 Chairman of the Board..................................................................7
Section 4.4 President..............................................................................7
Section 4.5 Vice President.........................................................................7
Section 4.6 Secretary and Assistant Secretary......................................................8
Section 4.7 Chief Financial Officer................................................................8
Section 4.8 Assistant Officers.....................................................................8
Section 4.9 Washington State Engineering Decisions.................................................8
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ARTICLE V - Seal..................................................................................................9
ARTICLE VI - Form of Stock Certificate............................................................................9
ARTICLE VII - Representation of Shares of Other Corporations......................................................9
ARTICLE VIII - Transfers of Stock................................................................................10
ARTICLE IX - Lost, Stolen or Destroyed Certificates..............................................................10
ARTICLE X - Record Date..........................................................................................10
ARTICLE XI - Registered Stockholders.............................................................................10
ARTICLE XII - Fiscal Year........................................................................................11
ARTICLE XIII - Amendments........................................................................................11
ARTICLE XIV - Dividends..........................................................................................11
Section 14.1 Declaration...........................................................................11
Section 14.2 Set Aside Funds.......................................................................11
ARTICLE XV - Indemnification and Insurance.......................................................................11
Section 15.1 Right to Indemnification..............................................................11
Section 15.2 Right of Claimant to Bring Suit.......................................................12
Section 15.3 Non-Exclusivity of Rights.............................................................12
Section 15.4 Insurance.............................................................................12
Section 15.5 Expenses as a Witness.................................................................13
Section 15.6 Indemnity Agreements..................................................................13
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BYLAWS
JHK & ASSOCIATES, INC.
A DELAWARE CORPORATION
ARTICLE I - OFFICES
SECTION 1.1 REGISTERED OFFICE. The registered office of this
Corporation shall be in the City of Wilmington, County of New Castle, Delaware
and the name of the resident agent in charge thereof is the agent named in the
Certificate of Incorporation until changed by the Board of Directors (the
"Board").
SECTION 1.2 PRINCIPAL OFFICE. The principal office for the
transaction of the business of the Corporation shall be at such place as may be
established by the Board. The Board is granted full power and authority to
change said principal office from one location to another.
SECTION 1.3 OTHER OFFICES. The Corporation may also have an office
or offices at such other places, either within or without the State of Delaware,
as the Board may from time to time designate or the business of the Corporation
may require.
ARTICLE II - MEETINGS OF STOCKHOLDERS
SECTION 2.1 PLACE OF MEETINGS. Meetings of stockholders shall be
held at such time and place, within or without the State of Delaware, as shall
be stated in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2.2 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 2.3 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 that has been duly designated by the Board
and whose powers and authority, as provided in a resolution of the Board or in
the bylaws of the Corporation, include the power to call such meetings, and
shall be called by the president or secretary at the request in writing of a
majority of the Board, or at the request in writing of stockholders owning at
least ten percent (10%) of the entire capital stock of the Corporation issued
and outstanding and entitled to vote 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 meeting 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 special meeting may also be called by the person or
persons in the manner, at the times and for the purposes so specified. Business
transacted at any special meeting of stockholders shall be limited to the
purposes stated in the notice.
SECTION 2.4 STOCKHOLDER LISTS. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, 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 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
ten 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 at the place of the meeting, and the list shall also be available at
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
SECTION 2.5 NOTICE OF MEETINGS. Notice of each meeting of
stockholders, whether annual or special, stating the place, date and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
such meeting has been called, shall be given to each stockholder of record
entitled to vote at such meeting not less than ten or more than sixty days
before the date of the meeting. 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.
Whenever any notice is required to be given under the provisions of
the statutes or of the Certificate of Incorporation or of these bylaws, a waiver
thereof in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent
thereto. Notice of any meeting of stockholders 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.
SECTION 2.6 QUORUM AND ADJOURNMENT. 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 for holding all meetings of
stockholders, except as otherwise provided by applicable law or by the
Certificate of Incorporation; provided, however, that the stockholders present
at a duly called or held meeting at which a quorum is present may continue to
transact business until adjournment notwithstanding the withdrawal of enough
stockholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum. If it shall appear that such quorum is not present or
represented at any meeting of stockholders, the Chairman of the meeting shall
have power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally noticed. If the adjournment is for more than thirty days, or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the meeting. The Chairman of the meeting may determine that a quorum
is present based upon any reasonable evidence of the presence in person or by
proxy of shareholders holding a majority of the outstanding votes, including
without limitation, evidence from any record of stockholders who have signed a
register indicating their presence at the meeting.
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SECTION 2.7 VOTING. In all matters, when a quorum is present at any
meeting, the vote of the holders of a majority of the capital stock having
voting power present in person or represented by proxy shall decide any question
brought before such meeting, unless the question is one upon which by express
provision of applicable law or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall govern and control
the decision of such question. Such vote may be viva voce or by written ballot;
provided, however, that the Board may, in its discretion, require a written
ballot for any vote, and further provided that all elections for directors must
be by written ballot upon demand made by a stockholder at any election and
before the voting begins.
Unless otherwise provided in the Certificate of Incorporation, each
stockholder shall at every meeting of the stockholders be entitled to one vote
in person or by proxy for each share of the capital stock having voting power
held by such stockholder.
SECTION 2.8 PROXIES. Each stockholder entitled to vote at a meeting
of stockholders may authorize in writing another person or persons to act for
such holder by proxy, but no proxy shall be voted or acted upon after three
years from its date, unless the person executing the proxy specifies therein the
period of time for which it is to continue in force.
SECTION 2.9 JUDGES OF ELECTION. The Board may appoint a Judge or
Judges of Election for any meeting of stockholders. Such Judges shall decide
upon the qualification of the voters and report the number of shares represented
at the meeting and entitled to vote, shall conduct the voting and accept the
votes and when the voting is completed shall ascertain and report the number of
shares voted respectively for and against each position upon which a vote is
taken by ballot. The Judges need not be stockholders, and any officer of the
Corporation may be a Judge or any position other than a vote for or against a
proposal in which such person shall have a material interest.
SECTION 2.10 ACTION WITHOUT MEETING. Any action of the stockholders
may be taken without a meeting, if a majority of the stockholders consent
thereto in writing, and the writing or writings are filed with the minutes of
the proceedings of stockholders, provided, that, prompt notice of the taking of
the action without a meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in writing.
ARTICLE III - DIRECTORS
SECTION 3.1 POWERS. The Board shall have the power to manage or
direct the management of the property, business and affairs of the Corporation,
and except as expressly limited by law, to exercise all of its corporate powers.
The Board may establish procedures and rules, or may authorize the Chairman of
any meeting of stockholders to establish procedures and rules, for the fair and
orderly conduct of any meeting including, without limitation, registration of
the stockholders attending the meeting, adoption of an agenda, establishing the
order of business at the meeting, recessing and adjourning the meeting for the
purposes of tabulating any votes and receiving the result thereof, the timing of
the opening and closing of the polls, and the physical layout of the facilities
for the meeting.
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SECTION 3.2 NUMBER. The Board shall consist of not less than six (6)
nor more than eleven (11) members until changed by amendment of the Certificate
of the Incorporation or by a bylaw or resolution duly adopted by the directors
or stockholders of this Corporation. The exact number of directors shall be
fixed within the limits specified, by the Board or the stockholders in the same
manner provided in the bylaws for the amendment hereof. The exact number of
directors shall be ten (10) until changed as provided in the bylaws of the
Corporation. Directors need not be stockholders, and each director shall serve
until such person's successor is elected and qualified or until such person's
death, retirement, resignation or removal.
SECTION 3.3 NOMINATIONS. Nominations of candidates for election as
directors of the Corporation may be made by the Board or by any stockholder
entitled to vote at a meeting at which directors are to be elected (an "Election
Meeting").
Nominations made by the Board shall be made at a meeting of the
Board or by written consent of directors in lieu of a meeting, not less than 30
days prior to the date of an Election Meeting. At the request of the Secretary
of the Corporation, each proposed nominee shall provide the Corporation with
such information concerning himself or herself as is required under the rules of
the Securities and Exchange Commission, to be included in the Corporation's
proxy statement soliciting proxies for his election as a director.
Not less than 30 days prior to the date of an Election Meeting, any
stockholder who intends to make a nomination at the Election Meeting shall
deliver a notice to the Secretary of the Corporation setting forth (i) the name,
age, business address and residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each such nominee, (iii)
the number of shares of capital stock of the Corporation that are beneficially
owned by each such nominee, and (iv) such other information concerning each such
nominee as would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of such
nominees. Such notice shall include a signed consent to serve as a director of
the Corporation, if elected, of each such nominee.
If a person is validly designated as a nominee and shall thereafter
become unable or unwilling to stand for election to the Board, the Board or the
stockholder who proposed such nominee, as the case may be, may designate a
substitute nominee.
If the chairman of an Election Meeting determines that a nomination
was not made in accordance with the foregoing procedures, such nomination shall
be void.
SECTION 3.4 VACANCIES AND NEWLY CREATED DIRECTORSHIPS. Any newly
created directorship resulting from an increase in the number of directors may
be filled by a majority of the Board of Directors then in office, provided that
a quorum is present, and any other vacancy on the Board of Directors may be
filled by a majority of the directors then in office, even if less than a
quorum, or by a sole remaining director.
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SECTION 3.5 MEETINGS. The Board may hold meetings, both regular and
special, either within or outside the State of Delaware.
SECTION 3.6 ANNUAL MEETING. The Board shall meet as soon as
practicable after each annual election of directors.
SECTION 3.7 REGULAR MEETINGS. Regular meetings of the Board shall be
held without call or notice at such time and place as shall from time to time be
determined by resolution of the Board.
SECTION 3.8 SPECIAL MEETINGS. Special meetings of the Board may be
called at any time, and for any purpose permitted by law, by the Chairman of the
Board (or, if the Board does not appoint a Chairman of the Board, the
President), or by the Secretary on the written request of any two members of the
Board unless the Board consists of only one director, in which case the special
meeting shall be called on the written request of the sole director, which
meetings shall be held at the time and place designated by the person or persons
calling the meeting. Notice of the time, place and purpose of any such meeting
shall be given to the Directors by the Secretary, or in case of the Secretary's
absence, refusal or inability to act, by any other officer. Any such notice may
be given by mail, by telegraph, by telephone, by personal service, or by any
combination thereof as to different Directors. If the notice is by mail, then it
shall be deposited in a United States Post Office at least seventy-two hours
before the time of the meeting; if by telegraph, by deposit of the message with
the telegraph company at least twenty-four hours before the time of the meeting;
if by telephone or by personal service, communicated or delivered at least
twenty-four hours before the time of the meeting.
SECTION 3.9 QUORUM. At all meetings of the Board, a majority of the
whole Board shall be necessary and sufficient to constitute a quorum for the
transaction of business, and the act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board, except as
may be otherwise specifically provided by applicable law or by the Certificate
of Incorporation or by these bylaws. Any meeting of the Board may be adjourned
to meet again at a stated day and hour. Even though a quorum is not present, as
required in this Section, a majority of the Directors present at any meeting of
the Board, either regular or special, may adjourn from time to time until a
quorum be had. Notice of any adjourned meeting need not be given.
SECTION 3.10 FEES AND COMPENSATION. Each Director and each member of
a committee of the Board shall receive such fees and reimbursement of expenses
incurred on behalf of the Corporation or in attending meetings as the Board may
from time to time determine. No such payment shall preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
SECTION 3.11 MEETINGS BY TELEPHONIC COMMUNICATION. Members of the
Board or any committee thereof may participate in a regular or special meeting
of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other. Participation in a meeting pursuant to this Section
shall constitute presence in person at such meeting.
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SECTION 3.12 COMMITTEES. The Board may, by resolution passed by a
majority of the whole Board, designate committees, each committee to consist of
one or more of the Directors of the Corporation. 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. Upon the absence or
disqualification or a member of a committee, if the Board has not designated one
or more alternates (or if such alternate(s) are then absent or disqualified),
the member or members thereof present at any meeting and not disqualified from
voting, whether or not such member or members constitute a quorum, may
unanimously appoint another member of the Board to act at the meeting in the
place of any such absent or disqualified member or alternate. Any such
committee, to the extent 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 that may require it; but no such
committee shall have the power or authority in reference to: (a) amending the
Certificate of Incorporation (except that a committee may, to the extent
authorized in the resolution or resolutions providing for the issuance of shares
of stock adopted by the Board as provided in Section 151(a) of the Delaware
General Corporation Law, fix the designations and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of the shares of any series); (b) adopting an agreement of merger
consolidation under Section 251 or 252 of the Delaware General Corporation Law;
(c) recommending to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets; (d) recommending to
the stockholders a dissolution of the Corporation or a revocation of a
dissolution; or (e) amending the bylaws of the Corporation. Unless the
resolution appointing such committee or the Certificate of Incorporation
expressly so provides, no such committee shall have the power or authority to
declare a dividend or to authorize the issuance of stock or to adopt a
certificate of ownership and merger pursuant to Section 253 of the Delaware
General Corporation Law. Each committee shall have such name as may be
determined from time to time by resolution adopted by the Board. Each committee
shall keep minutes of its meetings and report to the Board when required.
SECTION 3.13 ACTION WITHOUT MEETINGS. Unless otherwise restricted by
applicable law or by the Certificate of Incorporation or by these bylaws, 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 all members of the Board or
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.
SECTION 3.14 REMOVAL. Unless otherwise restricted by the Certificate
of Incorporation or by law, any Director or the entire Board may be removed,
with or without cause, by the holders of a majority of shares entitled to vote
at an election of Directors.
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ARTICLE IV - OFFICERS
SECTION 4.1 APPOINTMENT AND SALARIES. The officers of the
Corporation shall be appointed by the Board and shall be a President, a
Secretary and a Chief Financial Officer. The Board may also appoint a Chairman
of the Board and one or more Vice Presidents and the Board or the President may
appoint such other officers (including Assistant Secretaries and Assistant
Treasurers) as the Board or the President may deem necessary or desirable. The
officers shall hold their offices for such terms and shall exercise such powers
and perform such duties as shall be determined from time to time by the Board.
The Board shall fix the salaries of all officers appointed by it. Unless
prohibited by applicable law or by the Certificate of Incorporation or by these
bylaws, one person may be elected or appointed to serve in more than one
official capacity. Any vacancy occurring in any office of the Corporation shall
be filled by the Board.
SECTION 4.2 REMOVAL AND RESIGNATION. Any officer may be removed,
either with or without cause, by the Board or, in the case of an officer not
appointed by the Board, by the President. Any officer may resign at any time by
giving notice to the Board, the President or Secretary. Any such resignation
shall take effect at the date of receipt of such notice or at any later time
specified therein and, unless otherwise specified in such notice, the acceptance
of the resignation shall not be necessary to make it effective.
SECTION 4.3 CHAIRMAN OF THE BOARD. The Board may, at its election,
appoint a Chairman of the Board. If such an officer be elected, he or she shall,
if present, preside at all meetings of the stockholders and of the Board and
shall have such other powers and duties as may from time to time be assigned to
him or her by the Board.
SECTION 4.4 PRESIDENT. Subject to such powers, if any, as may be
given by the Board to the Chairman of the Board, if there is such an officer,
the President shall be the chief executive officer of the Corporation with the
powers of general manager, and he or she shall have supervising authority over
and may exercise general executive powers concerning all of the operations and
business of the Corporation, with the authority from time to time to delegate to
other officers such executive and other powers and duties as he or she may deem
advisable. If there be no Chairman of the Board, or in his or her absence, the
President shall preside at all meetings of the stockholders and of the Board,
unless the Board appoints another person who need not be a stockholder, officer
or director of the Corporation, to preside at a meeting of stockholders.
SECTION 4.5 VICE PRESIDENT. In the absence of the President, or in
the event of the President's inability or refusal to act, the Vice President, if
any, (or if there be more than one Vice President, the Vice Presidents in the
order of their rank or, if of equal rank, then in the order designated by the
Board or the President or, in the absence of any designation, then in the order
of their appointment) shall perform the duties of the President and when so
acting, shall have all the powers of and be subject to all the restrictions upon
the President. The rank of Vice Presidents in descending order shall be
Executive Vice President, Senior Vice President, and Vice President. The Vice
President shall perform such other duties and have such other powers as the
Board may from time to time prescribe.
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SECTION 4.6 SECRETARY AND ASSISTANT SECRETARY. The Secretary shall
attend all meetings of the Board (unless the Board shall otherwise determine)
and all meetings of the stockholders and record all the proceedings of the
meetings of the Corporation and of the Board in a book to be kept for that
purpose and shall perform like duties for the committees when required. The
Secretary shall give, or cause to be given, notice of all meetings of
stockholders and special meetings of the Board. The Secretary shall have custody
of the corporate seal of the Corporation and shall (as well as any Assistant
Secretary) have authority to affix the same to any instrument requiring it and
to attest it. The Secretary shall perform such other duties and have such other
powers as the Board or the President may from time to time prescribe.
SECTION 4.7 CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall have custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all monies and other valuable effect in the name
and to the credit of the Corporation in such depositories as may be designated
by the Board. The Chief Financial Officer may disburse the funds of the
Corporation as may be ordered by the Board or the President, taking proper
vouchers for such disbursements, and shall render to the Board at its regular
meetings, or when the Board so requires, an account of transactions and of the
financial condition of the Corporation. The Chief Financial Officer shall
perform such other duties and have such other powers as the Board or the
President may from time to time prescribe.
If required by the Board, the Chief Financial Officer and Assistant
Financial Officers, if any, shall give the Corporation a bond (which shall be
renewed at such times as specified by the Board) in such sum and with such
surety or sureties as shall be satisfactory to the Board for the faithful
performance of the duties of such person's office and for the restoration to the
Corporation, in case of such person's death, resignation, retirement or removal
from office, of all books, papers, vouchers, money and other property of
whatever kind in such person's possession or under such person's control
belonging to the Corporation.
SECTION 4.8 ASSISTANT OFFICERS. An assistant officer shall, in the
absence of the officer to whom such person is an assistant or in the event of
such officer's inability or refusal to act (or, if there be more than one such
assistant officer, the assistant officers in the order designated by the Board
or the President or, in the absence of any designation, then in the order of
their appointment), perform the duties and exercise the powers of such officer.
An assistant officer shall perform such other duties and have such other powers
as the Board or the President may from time to time prescribe.
SECTION 4.9 WASHINGTON STATE ENGINEERING DECISIONS. All engineering
decisions pertaining to any project or engineering activities in the State of
Washington shall be made by the designated engineer in responsible charge named
in the resolution of the Board of Directors.
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ARTICLE V - SEAL
It shall not be necessary to the validity of any instrument executed
by any authorized officer or officers of the Corporation that the execution of
such instrument be evidenced by the corporate seal, and all documents,
instruments, contracts and writings of all kinds signed on behalf of the
Corporation by any authorized officer or officers shall be as effectual and
binding on the Corporation without the corporate seal, as if the execution of
the same had been evidenced by affixing the corporate seal thereto. The Board
may give general authority to any officer to affix the seal of the Corporation
and to attest the affixing by signature.
ARTICLE VI - FORM OF STOCK CERTIFICATE
Every holder of stock in the Corporation shall be entitled to have a
certificate signed by, or in the name of, the Corporation by the Chairman or
Vice-Chairman of the Board of Directors, if any, or by the President or a
Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary certifying the number of shares owned in the
Corporation. Any or all of the signatures on the certificate may be a facsimile
signature. If any officer, transfer agent, or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent, or registrar before such certificate is issued, it
may be issued by the Corporation with the same effect as if such person were
such officer, transfer agent, or registrar at the date of the issuance.
If the Corporation shall be authorized to issue more than one class
of stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate that the Corporation shall
issue to represent such class or series of stock. Except as otherwise provided
in Section 202 of the Delaware General Corporation Law, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate a
statement that the Corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
ARTICLE VII - REPRESENTATION OF SHARES OF OTHER CORPORATIONS
Any and all shares of any other corporation or corporations standing
in the name of the Corporation shall be voted, and all rights incident thereto
shall be represented and exercised on behalf of the Corporation, as follows: (i)
as the Board of the Corporation may determine from time to time, or (ii) in the
absence of such determination, by the Chairman of the Board, or (iii) if the
Chairman of the Board shall not vote or otherwise act with respect to the
shares, by the President. The foregoing authority may be exercised either by any
such officer in person or by any other person authorized to do so by proxy or
power of attorney duly executed by said officer.
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ARTICLE VIII - TRANSFERS OF STOCK
Upon surrender of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
ARTICLE IX - LOST, STOLEN OR DESTROYED CERTIFICATES
The Board may direct a new certificate or certificates be issued in
place of any certificate theretofore issued alleged to have bean lost, stolen or
destroyed, upon the making of an affidavit of the fact by the person claiming
the certificate to be lost, stolen or destroyed. When authorizing such issue of
a new certificate, the Board may, in its discretion and as a condition precedent
to the issuance, require the owner of such certificate or certificates, or such
person's legal representative, to give the Corporation a bond in such sum as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the lost, stolen or destroyed certificate.
ARTICLE X - RECORD DATE
The Board may fix in advance a date, which shall not be more than
sixty days nor less than ten days preceding the date of any meeting of
stockholders, nor more than 60 days prior to any other action, as a record date
for the determination of stockholders entitled to notice of or to vote at any
such meeting and any adjournment thereof, or to express consent to corporate
action in writing without a meeting, or entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise the rights in respect of any change, conversion or exchange of stock,
and in such case such stockholders, and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to such notice of,
and to vote at, such meeting and any adjournment thereof, or to receive payment
of such dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after any such record date
fixed as aforesaid.
ARTICLE XI - REGISTERED STOCKHOLDERS
The Corporation shall be entitled to treat the holder of record of
any share or shares of stock of the Corporation as the holder in fact thereof
and 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, except as expressly provided by applicable law.
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ARTICLE XII - FISCAL YEAR
The fiscal year of the Corporation shall be fixed by resolution of
the Board.
ARTICLE XIII - AMENDMENTS
Subject to any contrary or limiting provisions contained in the
Certificate of Incorporation, these bylaws may be amended or repealed, or new
bylaws may be adopted (a) by the affirmative vote of the holders of at least a
majority of the Common Stock of the Corporation, or (b) by the affirmative vote
of the majority of the Board at any regular or special meeting. Any bylaws
adopted or amended by the Board may be amended or repealed by the Board or the
stockholders.
ARTICLE XIV - DIVIDENDS
SECTION 14.1 DECLARATION. Dividends on the capital stock of the
Corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board at any regular or special meeting, pursuant to
law, and may be paid in cash, in property, or in shares of capital stock.
SECTION 14.2 SET ASIDE FUNDS. Before payment of any dividend, there
may be set aside out of any funds of the Corporation available for dividends
such sums as the Directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of the Corporation, or
for such other purpose as the Directors shall deem to be in the best interest of
the Corporation, and the Directors may modify or abolish any such reserve in the
manner in which it was created.
ARTICLE XV - INDEMNIFICATION AND INSURANCE
SECTION 15.1 RIGHT TO INDEMNIFICATION. Each person who was or is a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
or inaction in an official capacity or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent permitted by the laws of Delaware, as the
same exist or may hereafter be amended, against all costs, charges, expenses,
liabilities and losses (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith, and such
indemnification shall continue as to the person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section 15.2 hereof, the Corporation shall indemnify any
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such person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof) was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Article shall be a contract right and shall
include the right to be paid by the Corporation the expenses incurred in
defending any such proceeding in advance of its final disposition; provided,
however, that, if the Delaware General Corporation Law requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a
director or officer (and not in any other capacity in which service was or is
rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer, to repay all
amounts so advanced if it shall ultimately be determined that such director or
officer is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of its Board of Directors, provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
SECTION 15.2 RIGHT OF CLAIMANT TO BRING SUIT. If a claim under
Section 15.1 of this Article is not paid in full by the Corporation within
thirty days after a written claim has been received by the Corporation, the
claimant may at anytime thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in part, the
claimant shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses incurred in defending any proceeding in advance of
its final disposition where the required undertaking, if any is required, has
been tendered to the Corporation) that the claimant has failed to meet a
standard of conduct which makes it permissible under Delaware Law for the
Corporation to indemnify the claimant for the amount claimed. Neither the
failure of the Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is permissible
in the circumstances because he or she has met such standard of conduct, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such standard of conduct, shall be a defense to the action or create a
presumption that the claimant has failed to meet such standard of conduct.
SECTION 15.3 NON-EXCLUSIVITY OF RIGHTS. The right to indemnification
and the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Article shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
SECTION 15.4 INSURANCE. The Corporation may maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.
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SECTION 15.5 EXPENSES AS A WITNESS. To the extent that any director,
officer, employee or agent of the Corporation is by reason of such position, or
a position with another entity at the request of the Corporation, a witness in
any action, suit or proceeding, he shall be indemnified against all costs and
expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.
SECTION 15.6 INDEMNITY AGREEMENTS. The Corporation may enter into
agreements with any director, officer, employee or agent of the Corporation
providing for indemnification to the full extent permitted by Delaware law.
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WRITTEN CONSENT
OF THE SOLE STOCKHOLDER
OF JHK & ASSOCIATES, INC.
The undersigned, being the sole stockholder of JHK & Associates, Inc., a
Delaware corporation, does hereby consent to the adoption of the following
resolutions pursuant to Section 228 of the Delaware General Corporation Law:
RESOLVED, that the following individuals whose names are set forth below
are elected to serve as the directors of this corporation until their successors
are duly elected and qualified:
Owen P. Curtis
John E. Glancy
Jack Goldstein (Chairman)
Jack L. Kay
Keith H. Krammes
Russell S. Lewis
Barry S. Marrus
Louis G. Neudorff
William A. Roper, Jr.
RESOLVED FURTHER, that Section 3.2 of Article III, Directors, of the
Bylaws of this Corporation is hereby amended to read as follows:
Section 3.2 Number. The Board shall consist of not less than six (6)
nor more than eleven (11) members until changed by amendment of the
Certificate of Incorporation or by a Bylaw or resolution duly
adopted by the directors or stockholders of this Corporation.
Directors need not be stockholders, and each director shall serve
until such person's successor is elected and qualified or until such
person's death retirement, resignation or removal.
IN WITNESS WHEREOF, the undersigned stockholder of this Corporation has
executed this Consent effective May 1, 1996.
SCIENCE APPLICATIONS
INTERNATIONAL CORPORATION
/s/ Lorenz A. Kull
------------------------------------------
Lorenz A. Kull
President and Chief Operating Officer