[TYPE] EX-3.(ii)
EXHIBIT 3.2
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RESTATED BYLAWS
(as amended September 13, 1993)
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 per-
sons; provided, however, that if and to the extent that any
special meetings of stockholders may be called by any other per-
son 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.
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 princi-
pal 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 des-
cription 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. Notwith-
standing 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 Sec-
tion 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 stock-holder 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 postoffice 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 postoffice 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 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 law-
fully 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
stock-holders 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.
(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 meet-
ing. 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.
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 fourteen 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 pro-
cedures 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 Secre-
tary 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 with-
out 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 infor-
mation 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 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 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 com-
mittee 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 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.
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 assis-
tants, agent or agents, or attorney or attorneys of the Corpora-
tion 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 Corpo-
ration.
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 com-
panies 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.
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 muti-
lation 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, how-
ever, 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 Incorp-
oration 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.