EXHIBIT 3.2
WALTER INDUSTRIES, INC.
AMENDED AND RESTATED
BY-LAWS
ARTICLE I
MEETINGS OF STOCKHOLDERS
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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 a
majority of the whole Board of Directors or requested in writing by the
holders of not less than 25% of the outstanding shares 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 Corporation's
issued and outstanding shares of 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 provided by law, all matters
submitted to a meeting of stockholders shall be decided by vote of the
holders of record of a majority of the Corporation's issued and outstanding
shares of capital stock present at such meeting, in person or by proxy.
ARTICLE II
DIRECTORS
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Section 1. Number, Election and Removal of Directors. The number of
Directors that shall constitute the Board of Directors shall be not less than
5 nor more than 13. The number of Directors, within the limits specified
above, shall be determined by resolution of the Board of Directors. The
Directors shall be elected by the stockholders at the annual meeting of the
stockholders. Vacancies and newly created directorships resulting from any
increase in the number of Directors may be filled by a majority of the
Directors then in office, although less than a quorum, or by the sole
remaining Director or by the stockholders. A Director may be removed in
accordance with applicable law.
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 a
majority of the whole 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 a majority of the whole 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 twenty-four hours
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 Directors.
Section 3. Quorum. A majority of the whole Board 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
by law, the Certificate of Incorporation of the Corporation, or these By-
Laws, 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 the affirmative vote of a majority of the whole Board
of Directors designate one or more committees, including without limitation
an Executive Committee, to have and exercise such power and authority as the
Board of Directors shall specify. In the absence or disqualification of a
member of a committee, 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 Director to act at the
meeting in place of any such absent or disqualified member. The Tax
Oversight Committee, established pursuant to the Amended Joint Plan or
Reorganization dated as of December 9, 1994, shall consist of such members as
provided in Section 1.229 of Plan.
Section 5. Compensation. Each Director who is not an employee of
the Corporation or any of its subsidiaries, in consideration of his or her
service as such, shall be entitled to receive from the Corporation such
amount per annum or such fees for attendance at Directors meetings, or both,
as the Board may from time to time determine, together with reimbursement for
the reasonable out-of-pocket expenses, if any, incurred by such Director in
connection with the performance of his or her duties. Each Director who is
not an employee of the Corporation or any of its subsidiaries who shall serve
as a member of any committee of Directors in consideration of serving as such
shall be entitled to such additional amount per annum or such fees for
attendance at committee meetings, or both, as the Board may, from time to
time determine, together with reimbursement for the reasonable out-of-pocket
expenses, if any, incurred by such Director in the performance of his or her
duties. Nothing contained in this Section 5 shall preclude any Director from
serving the Corporation or its subsidiaries in any other capacity and
receiving proper compensation therefor.
ARTICLE III
OFFICERS
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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 or without cause. Any officer elected or appointed by the
Board of Directors may be removed by the Board of Directors with or without
cause.
ARTICLE IV
INDEMNIFICATION
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To the fullest extent permitted by applicable law, the Corporation shall
indemnify any current or former Director, officer, employee or agent of the
Corporation and such director's, officer's, employee's or agent's heirs,
executors and administrators against all expenses, judgments, fines and
amounts paid in settlement actually and reasonably incurred by such
indemnified party in connection with any threatened, pending or completed
action, suit or proceeding brought by or in the right of the Corporation, or
otherwise, to which such indemnified party was or is a party or is threatened
to be made a party by reason of such indemnified party's current or former
position with the Corporation or by reason for the fact that such indemnified
party 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. The Corporation
shall, from time to time, reimburse or advance to any current or former
director or officer or other person entitled to indemnification hereunder the
funds necessary for payment of defense expenses as incurred. Any repeal or
modification of this Article IV by the stockholders of the Corporation shall
not adversely affect any right or protection of a director of the Corporation
in respect of any act or omission occurring prior to the time of such repeal
or modification.
ARTICLE V
GENERAL PROVISIONS
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Section 1. Notices. Whenever any statute, the Certificate of
Incorporation or these By-Laws require notice to be given to any Director,
such notice shall be deemed to have been given when it is sent by telegram,
telex or telecopy or hand delivered or deposited in the United States mail,
as the case may be. A waiver of such notice in writing signed by the person
or persons entitled thereto, whether before or after the time stated in such
notice, shall be equivalent to the giving of such notice. Attendance of a
Director at a meeting shall constitute a waiver of notice of such meeting
except where a Director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be
fixed by the Board of Directors.