EXHIBIT 3.16
BYLAWS
OF
JSC INTERNATIONAL, INC.
Article I
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Shareholder Meetings
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Section 1. Annual Meeting. The annual meeting of the shareholders for the
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election of directors and the transaction of such other business as may properly
come before it will be held at the principal office of the Corporation in the
District of Columbia, or at such place within or without the District of
Columbia as shall be set forth in the notice of meeting. The meeting shall be
held in September. The Secretary shall give personally or by mail, not less
than ten nor more than fifty days before the date of the meeting, to each
shareholder written notice stating the place, date, and hour of the meeting. If
mailed, the notice shall be addressed to the shareholder at his or her address
as it appears on the records of shareholders of the Corporation unless he or she
has filed with the Secretary of the Corporation a written request that notices
intended for him or her be mailed to a different address, in which case it shall
be mailed to the address designated in the request. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail. Any
notice of meetings may be waived by a shareholder by submitting a signed waiver
either before or after the meeting, or by the attendance at the meeting.
Section 2. Special Meetings. Special meetings of the shareholders, other
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than those regulated by statute, may be called at any time by a majority of
directors or the President, and must be called by the President upon written
request of the holders of not less than 10 percent of the outstanding common
shares entitled to vote at such special meetings. Written notice of such
meetings stating the place within or without the District of Columbia, the date
and hour of the meeting, the purpose or purposes for which it is called, and the
name of the person by whom or by whose direction the meeting is called shall be
given not less than ten nor more than fifty days before the date of the meeting.
The notice shall be given to each shareholder of record of common shares in the
same manner as the annual meeting. No business other than that specified in the
Notice of Meeting shall be transacted in any such special meeting. Notice of
special meetings may be waived by submitting a signed waiver or by attendance at
the meeting.
NO PAGE TWO HARD COPY
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. . . standing in his or her name on the books of the Corporation on the
record date fixed as herein provided.
Section 6. Proxies. Every proxy must be dated and signed by the
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shareholder or by his attorney-in-fact. No proxy shall be valid after the
expiration of 11 months after the date of its execution, unless otherwise
provided therein. Every proxy shall be revocable at the pleasure of the
shareholder executing it, except when an irrevocable proxy is permitted by
Statute. All proxies shall be filed with the Secretary of the Corporation
before or at the time of the meeting.
Section 7. Consents. Whenever by a provision of Statute, the Articles of
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Incorporation, or by these Bylaws the vote of shareholders is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the shareholders may be dispensed with, if
all the shareholders who would have been entitled to vote upon the action if
such meeting were held shall consent in writing to such corporate action being
taken.
Article II
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Directors
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Section 1. Number and qualifications. The entire Board of Directors shall
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consist of not less than three members nor more than five members. The
Directors need not be shareholders of the Corporation. The number of Directors
may be increased or decreased, if permitted by law, from time to time by
amendment to the Bylaws.
Section 2. Manner of Election. The Directors shall be elected at the
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annual meeting of the shareholders by the affirmative vote of a majority of the
common shares represented at the meeting and entitled to vote.
Section 3. Term of Office. The term of office of each Director shall be
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until the next annual meeting of the shareholders and until his or her successor
has been duly elected and has been qualified or until his or her death,
resignation or removal.
Section 4. Duties and Powers. The Board of Directors shall have full
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control and management of the affairs, business and property of the Corporation.
The Directors shall in all cases act as a Board, regularly convene, and, in the
transaction of business the majority vote of the Board of Directors at such
meeting shall be the act of the Board. The Directors may adopt such rules and
regulations for the conduct of their meetings and the management of the
Corporation as they may deem proper and that are not inconsistent with law or
these Bylaws.
Section 5. Meetings. The Board of Directors shall meet for the election
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or appointment of officers and for the transaction of any other business
immediately after the adjournment of the annual meeting of the shareholders, and
other regular meetings of the Board shall be held at such time as the Board may
from time to time determine. The Board of Directors may provide, by resolution,
the time and place for the holding of additional regular meetings without other
notice than such resolution.
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Section 6. Notice of Meetings. No notice need be given of any regular
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meeting of the Board. Notice of special meetings shall be served upon each
Director in person, by telegram or by mail addressed to them at his or her last
known post office address, at least seven days prior to the date of such
meeting, specifying a time and place of the meeting and business to be
transacted thereat. If notice is mailed or sent by telegram, such notice shall
be deemed to be delivered when deposited in the United States mail with postage
thereon prepaid or when the telegram is properly delivered to the telegraph
company. At any meeting at which all of the Directors shall be present,
although held without notice, any business may be transacted which might have
been transacted if the meeting had been duly called.
Section 7. Place of Meeting. The Board of Directors may hold its meeting
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either within or without the District of Columbia, at such place as may be
designated in the notice of any such meeting.
Section 8. Quorum. At any meeting of the Board of Directors the presence
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of a majority of the members of the Board shall be necessary to constitute a
quorum for the transaction of business. Nevertheless, should a quorum not be
present, a lesser number may adjourn the meeting until some further time, not
more than 10 days later, when a quorum is reasonably possible of being obtained.
Section 9. Voting. At all meetings of the Board of Directors, each
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Director shall have one vote irrespective of the number of shares that he or she
may hold.
Section 10. Compensation. Each Director shall be entitled to receive for
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attendance at each meeting of the Board or of any duly constituted committee
thereof which he or she attends such fee as is fixed by the Board, if any.
Section 11. Vacancies. Any vacancy occurring in the Board of Directors,
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including a vacancy resulting from an increase by not more than one in the
number of Directors, may be filled by the affirmative vote of a majority of the
remaining Directors at a special meeting which shall be called for that purpose
within sixty days after the occurrence of the vacancy. The Director thus chosen
shall hold office for the unexpired term of his or her predecessor and until the
election and qualification of his or her successor.
Section 12. Removal of Directors. Any Director may be removed either with
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or without cause, at any time, by vote of the shareholders holding a majority of
the issued and outstanding shares entitled to vote at an election of the
Director sought to be removed at any special meeting called for this purpose, or
at the annual meeting.
Section 13. Period of Resignation. Any director may resign his or her
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office at any time. Such resignation is to be made in writing and to take
effect at the time specified in such notice.
Section 14. Consents. Whenever by a provision of Statute, the Articles of
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Incorporation, or by these Bylaws the vote of the directors is required or
permitted to be taken at a meeting thereof in connection with any corporate
action, the meeting and the vote of the
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directors may be dispensed with, if all the directors who would have been
entitled to vote upon the action if such meeting were held shall consent in
writing to such corporate action being taken.
Article III
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Officers
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Section 1. Officers and Their Qualifications. The officers of the
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Corporation shall consist of a President, Vice President, Secretary, and
Treasurer. The President shall be a Director. Such other officers and
assistant officers and agents as deemed necessary may be elected or appointed by
the Board of Directors or chosen in such other manner as may be prescribed by
the Bylaws. Any two or more offices may be held by the same person except the
offices of President and Secretary, but in no case shall one person sign a
single instrument of any kind in more than one capacity.
Section 2. Election. All officers of the Corporation shall be elected
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annually by the Board of Directors at its meeting held immediately after the
annual meeting of the shareholders.
Section 3. Term of Office. All officers shall hold office until their
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successors have been duly elected and have qualified, or until they shall resign
or be removed as hereinafter provided.
Section 4. Removal of Officers. Any officer may be removed with or
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without cause at any time by vote of the majority of the Board of Directors
whenever the Board of Directors in its absolute discretion shall consider that
the best interests of the Corporation would be served thereby. Any officer
appointed otherwise than by the Board of Directors may be removed with or
without cause at any time by an officer having authority to appoint, except as
may otherwise be provided in the Bylaws, whenever such officer in his absolute
discretion shall consider that the best interests of the Corporation would be
served thereby.
Section 5. Duties of Officers. The duties and powers of the officers of
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the Corporation shall be as follows and as shall hereafter be set by resolutions
of the Board of Directors.
President
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a. The President shall preside at all meetings of the Board of
Directors. He or she shall also preside at all meetings of the shareholders.
b. He or she shall present at each annual meeting of the
shareholders and Directors a report of the condition of the business of the
Corporation.
c. He or she shall cause to be called regular and special meetings
of the shareholders and Directors in accordance with the requirements of the
Statutes and of these Bylaws.
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d. He or she shall appoint, discharge, and fix the compensation for
all employees and agents of the Corporation, other than the duly elected
officers subject to the approval of the Board of Directors.
e. He or she may sign and execute all contracts in the name of the
Corporation and all checks, notes, drafts, or other orders for the payment of
money. This power is to be exercised only upon the direction of the Board of
Directors.
f. He or she shall sign with the Secretary all certificates
representing shares.
g. He or she shall cause all books, reports, statements, and
certificates to be properly kept and filed as required by law.
h. He or she shall enforce these Bylaws and perform all the duties
incident to his or her office and which are required by law and, generally
supervise and control the business and affairs of the Corporation in conjunction
with the Vice President.
Vice President
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During the absence or incapacity of the President, the Vice President shall
perform the duties of the President, and when so acting, he or she shall have
all the powers and be subject to all the responsibilities of the office of
President and shall perform such other duties and functions as the Board may
prescribe.
Secretary
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a. The Secretary shall keep the minutes of the meetings of the Board
of Directors and of the shareholders and appropriate books.
b. He or she shall attend to the giving of Notice of Special Meetings
of the Board of Directors and of all of the meetings of the shareholders of the
Corporation.
c. He or she shall be the custodian of the records and seal of the
Corporation and shall affix the seal to the certificates representing shares and
other corporate papers when required.
d. He or she shall keep at the principal office of the Corporation a
book of records containing the names, alphabetically arranged, of all persons
who are shareholders of the Corporation, showing their places of residence, the
number and class of shares held by them respectively, and the dates when they
respectively became the owners of record thereof. He or she shall keep such
books of record and minutes of the proceedings of the shareholders open daily
during the usual business hours for inspection, within the limits prescribed by
law, by any person duly authorized to inspect such records. At the request of
the person entitled to inspection thereof, he or she shall prepare and make
available a current list of the officers and Directors of the Corporation and
their resident addresses.
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e. He or she shall sign all certificates representing shares and
affix the corporate seal thereto.
f. He or she shall attend to all correspondence and present to the
Board of Directors at its meetings all official communications received by him
or her.
g. He or she shall perform all the duties incident to the office
of Secretary of the Corporation.
h. He or she may make, sign and endorse in the name of the
Corporation all checks, drafts, notes, and other orders for the payment of
money, and pay out and disperse such under the direction of the President or the
Board of Directors.
Treasurer
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a. The Treasurer shall have the care and custody of and be
responsible for all funds and securities of the Corporation and shall deposit
such funds and securities in the name of the Corporation in such banks or safe
deposit companies as the Board of Directors may designate.
b. He or she may make, sign and endorse in the name of the
Corporation all checks, drafts, notes, and other orders for payment of money,
and pay out and dispose of such under the direction of the President or the
Board of Directors.
c. He or she shall keep at the principal office of the Corporation
accurate books of account of all its business and transactions and shall at all
reasonable hours exhibit books and accounts to any Director upon application at
the office of the Corporation during business hours.
d. He or she shall render the report of the condition of the
finances of the Corporation at each regular meeting of the Board of Directors
and at such other times as shall be required of him or her and he or she shall
make a full financial report at the annual meetings of the shareholders.
e. He or she shall further perform all duties incident to the
office of Treasurer of the Corporation.
f. If required by the Board of Directors, he or she shall give
such bond as determined to be appropriate for the faithful performance of his or
her duties.
Other Officers
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Other officers shall perform such duties and may have such powers as may be
assigned to them by the Board of Directors.
Section 6. Vacancies. All vacancies in any office shall be filled
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promptly by the Board of Directors either at regular meetings or at a meeting
specially called for that purpose.
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Section 7. Compensation of Officers. The officers shall receive such
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salary or compensation as may be fixed by the Board of Directors.
Article IV
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Seal
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Section 1. Seal. The Seal of the Corporation shall be as follows:
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Article V
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Shares
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Section 1. Eligible Shareholders. The shares of the Corporation may be
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issued to any individual, corporation, partnership or joint venture and may be
issued in fractional shares. An individual to be a shareholder need not be
employed by the Corporation nor participate in the performance of the services
rendered by the Corporation.
Section 2. Certificates. The shares of the Corporation shall be
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represented by certificates created by the Board of Directors and signed by the
President or the Vice President, and by the Secretary, and/or Assistant
Secretary, or by such other officers authorized by law and by the Board of
Directors to do so, and sealed with the seal of the Corporation or some
facsimile. The certificates shall be numbered consecutively and in the order in
which they are issued; they shall be bound in a book and shall be issued in
consecutive order therefrom and in the margin thereof shall be entered the name
of the person to whom the shares represented by each such certificate are
issued, number and class and series of such shares, and the date of issue. Each
certificate shall state the registered holder's name, the number and class of
shares represented thereby, the date of issue, and the par value of such shares
or that they are without par value.
Section 3. Subscriptions. Subscriptions to the shares shall be paid at
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such times and in such installments as the Board of Directors may determine. If
a default shall be made in the payment of any installment as required by such
resolution, the Board may declare that the shares and all previous payments are
forfeited for the use of the Corporation, in the manner prescribed by Statute.
Section 4. Restrictions on Transfer of Shares. Each and every certificate
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of stock shall be legended to the effect the Purchaser represents that the
securities being purchased by them are being purchased for investment and with
no present intention of making any disposition or sale thereof.
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Section 5. Lost Certificates. No certificate for shares in the
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Corporation shall be issued in place of any certificate alleged to have been
lost, stolen, or destroyed, except upon production to the Corporation or its
agents of satisfactory evidence of such loss, theft, or destruction, and, in the
discretion of the Board of Directors, upon delivery to the Corporation of a bond
of indemnity, in such amount and upon such terms as the Board of Directors in
its discretion may require.
Article VI
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Dividends
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Section 1. Declaration of Dividends. The Board of Directors at any
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regular or special meeting may declare dividends payable out of the unreserved
and unrestricted earned surplus of the Corporation, whenever in the exercise of
its discretion it may deem such declaration advisable. Such dividends may be
paid in cash, property, or shares of the Corporation.
Article VII
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Bills, Notes, Etc.
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Section 1. Execution. All bills payable, notes, checks, drafts, warrants
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or other negotiable instruments of the Corporation shall be made in the name of
the Corporation and shall be signed by such officer or officers as the Board of
Directors shall from time to time by resolution direct.
No officer or agent of the Corporation, either singly or jointly with
others, shall have the powers to make any bill payable, note, draft, or warrant
or other negotiable instrument, or endorse the same in the name of the
Corporation, or contract or cause to be contracted any debt or liability on
behalf of the Corporation except as herein expressly prescribed and provided.
Article VIII
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Offices
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The principal office of the Corporation shall be located at Suite 500, 1015
Fifteenth Street, N.W., Washington, D.C. The Board of Directors may change the
location of the principal office of the Corporation and may, from time to time,
designate other offices within or without the District of Columbia as the
business of the Corporation may require.
Article IX
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Indemnification
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To the extent, if any, that the Board of Directors may determine, the
Corporation may indemnify any director or officer, or former director or former
officer of the Corporation, or any person who may have served at its request as
a director or officer of another Corporation against
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the reasonable expenses (including attorneys' fees) actually and necessarily
incurred by him or her in connection with the defense of any action, suit, or
proceeding in which he or she is made a party by reason of being or having been
a director or officer, except in relation to matters as to which he or she shall
be adjudged in such action, suit, or proceeding to be liable for negligence or
misconduct in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which such person may be entitled under any
Bylaw, agreement, vote of stockholders, or otherwise.
Article X
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Amendments
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Section 1. Manner of Amending. These Bylaws may be altered, amended,
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repealed, or added to by the affirmative vote of the holders of the majority of
shareholders of the Class A Shares entitled to vote at an annual or at a special
meeting called for that purpose, provided that a written notice shall have been
sent to each such Class A shareholder of record entitled to vote at such meeting
at his or her last known address at least ten days before the date of the annual
or special meeting which notice shall state the alterations, amendments,
additions, or changes which are proposed to be made in such Bylaws. Only such
changes shall be made as have been specified in the notice and which changes do
not conflict with the law or the Corporation's Articles of Incorporation. The
Bylaws may also be altered, amended, repealed, or new Bylaws adopted by the
majority of the entire Board of Directors at a regular or special meeting of the
Board. Any Bylaws adopted by the Board, however, may be altered, amended or
repealed by the shareholders.
Article XI
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Waiver of Notice
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Section 1. Authority to Waive Notice. Whenever under the provisions of
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these Bylaws or any Statute any shareholder or Director is entitled to notice of
any regular or special meeting or of any action taken by the Corporation, such
meeting may be held or such action may be taken without giving official notice,
provided that every shareholder or Director entitled to such notice in writing
waives the requirements of these Bylaws in respect thereto. All shareholders or
Directors present at any meeting shall be deemed to have waived any and all
notice thereof.
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ARTICLES OF INCORPORATION
OF
JSC INTERNATIONAL, INC.
The undersigned, acting as incorporators of a corporation under the laws of
the District of Columbia (particularly Chapter 3, Title 29 of the District of
Columbia Code and the acts amendatory thereof and supplemental thereto, and
known, identified and referred to as the "District of Columbia Business
Corporation Act"), hereby certify that:
FIRST: The name of the corporation (hereinafter called the
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"Corporation") is
JSC INTERNATIONAL, INC.
SECOND: The Corporation is to have perpetual existence.
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THIRD: The purposes for which the Corporation is organized are: to
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conduct a European-based pesticides practice; to engage generally in the
environmental consulting business including, but not limited to, environmental,
energy, and health legislative and regulatory analysis and/or consultation,
strategic analysis, program evaluation, test or research management,
toxicological or risk assessment, liability assessment, litigation support,
permitting, product facilitation or stewardship, registration, tax and other
economic incentives and revenue measures, and legislative and regulatory
advocacy and representation; to carry on a general advisory and consultant
business, nationally and internationally, including, but not limited to, the
following fields: health, education, environment, energy, politics, economics
and related fields; to serve as advisors and consultants with respect to
legislative and regulatory matters; to engage in research, policy analysis,
education and training; to engage in marketing and product development; to
engage in consultant and advisory work in connection with the organization,
financing, management, operation and reorganization of organizations and
enterprises, whether for profit or not-for-profit; to act as public relations
and research counselors; to engage in fundraising; to carry on, in its own
behalf and in behalf of others, whether as agents, consultants, advisors,
independent contractors, or otherwise, a general management and investment
advisory business relating to investments and the operation of business,
plants, properties, and organizations of any
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and every kind; to produce books, manuals, pamphlets, video-cassettes, movies,
records, tapes and other publications, as well as engage in various media
activities, including radio and television; to publish, print, circulate,
distribute, buy, sell, invest in and generally act as a publisher, and to
copyright articles, discussions, artwork, information, and other matters; to
make investments of any kind or nature; to engage in the acquisition, purchase,
sale, or otherwise deal in real estate, including but not limited to the
necessary real estate and plants for the proper conduct of such businesses; and
to do everything necessary, suitable or proper for the accomplishment of any of
these purposes or of any objective incidental to or connected with any of these
purposes.
FOURTH: The aggregate number of shares which the Corporation shall
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have the authority to issue is 10,000 shares of common stock with a par value
of $1.00 per share.
FIFTH: The minimum amount of capital with which the Corporation
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shall commence business shall not be less than One Thousand Dollars ($1,000).
SIXTH: The address, including street number of the registered office
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of the Corporation in the District of Columbia is 1015 Fifteenth Street, N.W.,
Suite 500, Washington, D.C. 20005; and the name of its initial registered agent
at such address is Cheryl Greene.
SEVENTH: Each share of stock of the Corporation shall entitle the
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holder thereof to a pre-emptive right, for a period of thirty days after receipt
of written notice, to subscribe for, purchase, or otherwise acquire any shares
of stock of the same class of the Corporation or any rights or options which the
Corporation proposes to grant for the purchase of shares of stock of the same
class of the Corporation or for the purchase of any shares of stock, bonds,
securities, or obligations of the Corporation which are convertible into or
exchangeable for, or which carry any rights, to subscribe for, purchase, or
otherwise acquire shares of stock of the same class of the Corporation, whether
now or hereafter authorized or created, whether having unissued or treasury
status, and whether the proposed issue, reissue, transfer, or grant is for cash,
property, or any other lawful consideration; and after the expiration of said
thirty days, any and all of such shares of stock, rights, options, bonds,
securities or obligations of the Corporation may be issued,
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reissued, transferred, or granted by the Board of Directors, as the case may be,
to such persons, firms, corporations and associations, and for such lawful
consideration, and on such terms, as the Board of Directors in its discretion
may determine.
EIGHTH: The number of directors constituting the entire board of directors
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of the Corporation shall not be less than three nor more than five and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of shareholders or until their successors are elected and shall
qualify are:
Name Address
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Steven D. Jellinek 7405 Bybrook Lane
Chevy Chase, Maryland 20815
Jeffrey H. Schwartz 4200 Rosemary Street
Chevy Chase, Maryland 20815
Stephen J. Connolly 8706 Fallen Oak Drive
Bethesda, Maryland 20817
NINTH: The name and address of each incorporator is:
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Name Address
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Peter A. Noterman 7128 Willow Avenue
Takoma Park, Maryland 20912
Stephen J. Connolly 8706 Fallen Oak Drive
Bethesda, Maryland 20817
Jeffrey H. Schwartz 4200 Rosemary Street
Chevy Chase, Maryland 20815
Executed at Washington, D.C. on August 27, 1992.
/s/ Peter A. Noterman
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Peter A. Noterman, Incorporator
/s/ Stephen J. Connolly
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Stephen J. Connolly, Incorporator
/s/ Jeffrey H. Schwartz
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Jeffrey H. Schwartz, Incorporator
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