Exhibit 3.2
RESTATED BY-LAWS of HOVNANIAN ENTERPRISES, INC.
As of January 23, 2001
ARTICLE I
MEETING OF STOCKHOLDERS
Section 1. Place of Meeting and Notice. Meetings of the
stockholders of the Corporation shall be held at such place either within or
without the State of Delaware as the Board of Directors may determine.
Section 2. Annual and Special Meetings. Annual meetings of
stockholders shall be held, at a date, time and place fixed by the Board of
Directors and stated in the notice of meeting, to elect a Board of Directors
and to transact such other business as may properly come before the meeting.
Special meetings of the stockholders may be called by the President for any
purpose and shall be called by the President or Secretary if directed by the
Board of Directors or requested in writing by the holders of not less than
25% of the capital stock of the Corporation. Each such stockholder request
shall state the purpose of the proposed meeting.
Section 3. Notice. Except as otherwise provided by law, at
least 10 and not more than 60 days before each meeting of stockholders,
written notice of the time, date and place of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is
called, shall be given to each stockholder.
Section 4. Quorum. At any meeting of stockholders, the holders
of record, present in person or by proxy, of a majority of the votes of the
Corporation's issued and outstanding capital stock shall constitute a quorum
for the transaction of business, except as otherwise provided by law. In the
absence of a quorum, any officer entitled to preside at or to act as
secretary of the meeting shall have power to adjourn the meeting from time to
time until a quorum is present.
Section 5. Voting. Except as otherwise specifically provided in
the Certificate of Incorporation or as otherwise required by law, with
respect to all matters upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the holders of the
outstanding shares of Class A Common Stock and the holders of the outstanding
shares of Class B Common Stock shall vote together without regard to Class
and all such matters shall be decided by a majority of votes of the holders
voting or consenting with respect to such matters.
ARTICLE II
DIRECTORS
Section 1. Number, Term of Office and Removal. The Directors of
the Corporation shall be up to eleven in number. Directors need not be
stockholders. The Directors shall be elected at the annual meeting of the
stockholders of the Corporation and each Director shall be elected to serve
until the next annual meeting of stockholders, or until his successor shall
have been elected and qualified. Any Director may be removed, either with or
without cause, and his successor elected, at any time by a vote of the
stockholders at a special meeting called for such purpose. Any other vacancy
occurring in the Board of Directors may be filled for the unexpired term by
vote of the remaining Directors although less than a quorum.
Section 2. Meetings. Regular meetings of the Board of Directors
shall be held at such times and places as may from time to time be fixed by
the Board of Directors or as may be specified in a notice of meeting. Special
meetings of the Board of Directors may be held at any time upon the call of
the President and shall be called by the President or Secretary if directed
by the Board of Directors. Telegraphic or written notice of each special
meeting of the Board of Directors shall be sent to each Director not less
than two days before such meeting. A meeting of the Board of Directors may be
held without notice immediately after the annual meeting of the stockholders.
Notice need not be given of regular meetings of the Board of Directors.
Section 3. Quorum. One-third of the total number of Directors
shall constitute a quorum for the transaction of business. If a quorum is not
present at any meeting of the Board of Directors, the Directors present may
adjourn the Meeting from time to time, without notice other than announcement
at the meeting, until such a quorum is present. Except as otherwise provided
-2-
by law, the Certificate of Incorporation of the Corporation, these By-Laws or
any contract or agreement to which the Corporation is a party, 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 of Directors.
Section 4. Committees of Directors. The Board of Directors may,
by resolution adopted by a majority of the whole Board, designate one or more
committees, including without limitation an Audit Committee, a Compensation
Committee and an Executive Committee, to have and exercise such power and
authority as the Board of Directors shall specify. In the absence of
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another Director to act at
the meeting in place of any such absent or disqualified member.
ARTICLE III
OFFICERS
The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer and such other additional officers with such titles as
the Board of Directors shall determine, all of whom shall be chosen by and
shall serve at the pleasure of the Board of Directors. Such officers shall
have the usual powers and shall perform all the usual duties incident to
their respective offices. All officers shall be subject to the supervision
and direction of the Board of Directors. The authority, duties or
responsibilities of any officer of the Corporation may be suspended by the
President with our without cause. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors with or without
cause.
-3-
ARTICLE IV
INDEMNIFICATION
To the fullest extent permitted by the laws of the State of Delaware:
(a) The Corporation shall indemnify any current or former Director
or officer of the Corporation and his heirs, executors and administrators,
and may, at the discretion of the Board of Directors, indemnify any current
or former employee or agent of the Corporation and his heirs, executors and
administrators, against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
or by his heirs, executors or administrators in connection with any
threatened, pending or completed action, suit or proceeding (brought by or in
the right of the Corporation or otherwise), whether civil, criminal,
administrative or investigative, and whether formal or informal, including
appeals, to which he was or is a party or is threatened to be made a party by
reason of his current or former position with the Corporation or by reason of
the fact that he is or was serving, at the request of the Corporation, as a
director, officer, partner, trustee, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
(b) The Corporation may pay expenses incurred in defending any
action, suit or proceeding described in subsection (a) of this Article in
advance of the final disposition of such action, suit or proceeding,
including appeals.
(c) By action of its Board of Directors, notwithstanding any
interest of the directors in the action, the Corporation may purchase and
maintain insurance on behalf of any person described in subsection (a) of
this Article, in such amounts as the Board of Directors deems appropriate,
against any liability asserted against him, whether or not the Corporation
would have the power to indemnify him against such Liability under the
provisions of this Article or otherwise.
(d) The provisions of this Article shall be applicable to all
actions, claims, suits or proceedings made or commenced after the adoption
hereof, whether arising from acts or omissions to act occurring before or
after its adoption. The provisions of this Article shall be deemed to be a
contract between the Corporation and each director, officer, employee or
agent who serves in such capacity at any time while this Article and the
relevant provisions of the laws of the State of Delaware and other applicable
law, if any, are in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts or any action, suit or proceeding then or theretofore existing, or any
action, suit or proceeding thereafter brought or threatened based in whole or
in part on any such state of facts. If any provision of this Article shall be
found to be invalid or limited in application by reason of any law or
regulation, it shall not affect any other application of such provision or
the validity of the remaining provisions hereof. The rights of
indemnification and advancement of expenses provided in this Article shall
-4-
neither be exclusive of, nor be deemed in limitation of, any rights to which
any such officer, director, employee or agent may otherwise be entitled or
permitted by contract, the Certificate of Incorporation, vote of stockholders
or directors or otherwise, or as a matter of law, both as to actions in his
official capacity and actions in any other capacity while holding such
office, it being the policy of the Corporation that indemnification of the
specified individuals shall be made to the fullest extent permitted by law.
(e) For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines"
shall include any excise taxes assessed on a person with respect to an
employee benefit plan; and references to "serving at the request of the
corporation" shall include any service as a director, officer, employee or
agent of the corporation which imposes duties on, or involves service by,
such director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or beneficiaries.
ARTICLE V
GENERAL PROVISIONS
Section 1. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any Director or
stockholder, such notice may be given in writing by mail, addressed to such
Director or stockholder at his address as it appears on the records of the
Corporation, with postage thereon prepaid. Such notice shall be deemed to
have been given when it is deposited in the United States mail. Notice to
Directors may also be given by telegram or fax.
Section 2. Fiscal Year. The fiscal year of the Corporation
shall be fixed by the Board of Directors.
-5-